Boston Scientific Corp 10-Q for FY2025 Q2
Boston Scientific Corp (BSX)
10-Q
2025-08-01
For: 2025-06-30
View Original
Added on
April 07, 2026
About this 10-Q
Boston Scientific Corp filed this 10-Q on August 1, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.06B
- up 22.8% from $4.12B a year earlier
- Net income
- $795M
- up 146.9% from net income of $322M a year earlier
- Diluted EPS
- $0.53
- up 140.9% from $0.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File No. 1-11083
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) (Zip Code)
(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 | ||||||||||||
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 shorter 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.
| ☑ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of Common Stock, $0.01 par value per share, as of July 29, 2025 was 1,481,751,634 .
TABLE OF CONTENTS
| Page No. | ||||||||
2
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Royalty expense | |||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||
| Intangible asset impairment charges | |||||||||||||||||||||||
| Contingent consideration net expense (benefit) | ( | ||||||||||||||||||||||
| Restructuring net charges (credits) | |||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | |||||||||||||||||||||||
| Income tax expense (benefit) | |||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Boston Scientific common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) per common share — basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) per common share — diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
3
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Net change in derivative financial instruments | ( | ( | ( | ||||||||||||||||||||
| Net change in defined benefit pensions and other items | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to Boston Scientific common stockholders | $ | $ | $ | $ | |||||||||||||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
4
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| As of | |||||||||||
| (in millions, except share and per share data) | June 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid income taxes | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other long-term assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current debt obligations | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost - | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss), net of tax | ( | ||||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
5
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, except share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Common stock shares issued | |||||||||||||||||||||||
| Beginning | |||||||||||||||||||||||
| Impact of stock-based compensation plans | |||||||||||||||||||||||
| Ending | |||||||||||||||||||||||
| Common stock | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Impact of stock-based compensation plans | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Treasury stock | |||||||||||||||||||||||
| Beginning | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Repurchase of common stock | |||||||||||||||||||||||
| Ending | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Impact of stock-based compensation plans | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | |||||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Beginning | $ | ( | $ | $ | $ | ||||||||||||||||||
| Changes in other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Ending | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Total stockholders' equity | $ | $ | $ | $ | |||||||||||||||||||
| Noncontrolling interests | |||||||||||||||||||||||
| Beginning | $ | $ | $ | $ | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Changes in other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Ending | $ | $ | $ | $ | |||||||||||||||||||
| Total equity | $ | $ | $ | $ | |||||||||||||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
6
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months Ended June 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income (loss) | $ | $ | |||||||||
| Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred and prepaid income taxes | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Goodwill and other intangible asset impairment charges | |||||||||||
| Net loss (gain) on investments and notes receivable | ( | ||||||||||
| Contingent consideration net expense (benefit) | |||||||||||
| Inventory step-up amortization | |||||||||||
| Other, net | |||||||||||
| Increase (decrease) in operating assets and liabilities, excluding purchase accounting: | |||||||||||
| Trade accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
| Cash provided by (used for) operating activities | |||||||||||
| Investing activities: | |||||||||||
| Purchases of property, plant and equipment and internal use software | ( | ( | |||||||||
| Payments for acquisitions of businesses, net of cash acquired | ( | ( | |||||||||
| Payments for investments and acquisitions of certain technologies | ( | ( | |||||||||
| Proceeds for settlements of hedge contracts | |||||||||||
| Other, net | |||||||||||
| Cash provided by (used for) investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Payment of contingent consideration previously established in purchase accounting | ( | ( | |||||||||
| Payments for finance leases | ( | ( | |||||||||
| Payments on short-term borrowings | ( | ( | |||||||||
| Proceeds from long-term borrowings, net of debt issuance costs | |||||||||||
| Cash used to net share settle employee equity awards | ( | ( | |||||||||
| Proceeds from issuances of common stock pursuant to employee stock compensation and purchase plans | |||||||||||
| Other, net | ( | ( | |||||||||
| Cash provided by (used for) financing activities | ( | ||||||||||
| Effect of foreign exchange rates on cash | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | |||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | |||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | $ | |||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
7
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(SUPPLEMENTAL INFORMATION)
| Six Months Ended June 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Supplemental Information | |||||||||||
| Stock-based compensation expense | $ | $ | |||||||||
| As of June 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
Reconciliation to amounts within the unaudited consolidated balance sheets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash and restricted cash equivalents included in Other current assets | |||||||||||
Restricted cash equivalents included in Other long-term assets | |||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | $ | |||||||||
Refer to notes to the unaudited consolidated financial statements. Amounts may not add due to rounding.
8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A – BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Boston Scientific Corporation have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and they do not include all of the information and footnotes required by GAAP for complete financial statements. When used in this report, the terms, "we," "us," "our," and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Accordingly, our unaudited consolidated financial statements and footnotes thereto should be read in conjunction with our audited consolidated financial statements and footnotes thereto included in Item 8 of our most recent Annual Report on Form 10-K.
The accompanying unaudited consolidated financial statements include the accounts of the Company's wholly owned- subsidiaries and entities for which we have a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. We consolidate our majority stake investment in Acotec Scientific Holdings Limited on a one quarter lag.
Amounts reported in millions within this Quarterly Report on Form 10-Q are computed based on the amounts in thousands. As a result, the sum of the components may not equal the total amount reported in millions due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying unrounded amounts.
Subsequent Events
We evaluate events occurring after the date of our accompanying unaudited consolidated balance sheets for potential recognition or disclosure in our unaudited consolidated financial statements. Those items requiring recognition in the financial statements have been recorded and disclosed accordingly.
Those items requiring disclosure (non-recognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note B – Acquisitions and Strategic Investments for further details.
NOTE B – ACQUISITIONS AND STRATEGIC INVESTMENTS
Our accompanying unaudited consolidated financial statements include the operating results for acquired entities from the respective dates of acquisition. We have not presented supplemental pro forma financial information for completed acquisitions or divestitures given their results are not material to our accompanying unaudited consolidated financial statements. Further, transaction costs were immaterial to our accompanying unaudited consolidated financial statements and were expensed as incurred.
On July 11, 2025, we completed our acquisition of 100 percent of Anrei Medical (HZ) Co., Ltd. (Anrei Medical), a privately held company that specializes in the design and production of medical devices for minimally invasive procedures primarily serving the field of gastroenterology. The transaction price consisted of an upfront cash payment, net of cash acquired, of approximately $178 million. The Anrei Medical portfolio complements our existing Endoscopy portfolio which will provide physicians with more treatment options to meet specific patient needs.
2025 Acquisitions
On May 7, 2025, we completed our acquisition of the remaining shares of SoniVie Ltd. (SoniVie), a privately held medical device company that has developed the TIVUS™ Intravascular Ultrasound System. An investigational technology, the TIVUS system is designed to denervate nerves surrounding blood vessels to treat a variety of hypertensive disorders, including renal artery denervation for hypertension. We had been an investor in SoniVie since 2022 and held an equity stake of approximately 10 percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $362 million, net of cash acquired after adjustments for our prior equity stake and other closing adjustments, and an additional future payment of up to $200 million, or $180 million for the portion not previously owned, upon achievement of a regulatory milestone. We remeasured the fair value of our previously-held investment based on the
9
allocation of the purchase price according to priority of equity interests which resulted in a $45 million gain recognized within Other, net during the second quarter of 2025. The SoniVie business will be integrated into our Cardiology division.
On May 6, 2025, we completed our acquisition of 100 percent of Intera Oncology®, Inc. (Intera), a privately held medical device company that provides the Intera 3000 Hepatic Artery Infusion Pump and floxuridine – a chemotherapy drug – both of which are approved by the U.S. Food and Drug Administration. The Intera 3000 pump is used to administer hepatic artery infusion therapy to treat tumors in the liver primarily caused by metastatic colorectal cancer. The transaction price consisted of an upfront cash payment, net of cash acquired, of approximately $172 million. The Intera business will be integrated into our Peripheral Interventions division.
On April 1, 2025, we completed our acquisition of the remaining shares of Bolt Medical, Inc. (Bolt Medical), the developer of an intravascular lithotripsy advanced laser-based platform for the treatment of coronary and peripheral artery disease. We had been an investor in Bolt Medical since 2019 and held an equity stake of approximately 26 percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $475 million, net of cash acquired after adjustments for our prior equity stake, debt and other closing adjustments, including Bolt Medical's achievement of a regulatory milestone. In addition, the transaction price consists of a future payment of up to $200 million, or approximately $148 million for the portion not previously owned, upon achievement of a second regulatory milestone. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $185 million gain recognized within Other, net during the second quarter of 2025. The Bolt Medical business will be integrated into our Cardiology and Peripheral Interventions divisions.
On January 24, 2025, we completed our acquisition of 100 percent of Cortex, Inc. (Cortex), a privately held medical technology company focused on the development of a diagnostic mapping solution which may identify triggers and drivers outside of the pulmonary veins that are foundational to atrial fibrillation (AF). The transaction price consisted of an upfront cash payment of $239 million, net of cash acquired, and up to an additional $50 million in future payments upon achievement of clinical and other milestones. The Cortex business will be integrated into our Cardiology division.
Purchase Price Allocation
We accounted for these transactions as business combinations in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations (FASB ASC Topic 805). The preliminary purchase prices were comprised of the amounts presented below:
| (in millions) | Bolt Medical | SoniVie | All Other | ||||||||||||||
| Payment for acquisition, net of cash acquired | $ | $ | $ | ||||||||||||||
| Fair value of contingent consideration | |||||||||||||||||
| Fair value of prior interest | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transaction. The preliminary purchase price allocations were comprised of the components presented below, which represent the preliminary determination of the fair value of assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period in accordance with FASB ASC Topic 805.
| (in millions) | Bolt Medical | SoniVie | All Other | ||||||||
| Goodwill | $ | $ | $ | ||||||||
| Amortizable intangible assets | |||||||||||
| Indefinite-lived intangible assets | |||||||||||
| Other assets acquired | |||||||||||
| Net deferred tax assets | |||||||||||
| Liabilities assumed | ( | ( | ( | ||||||||
| Net deferred tax liabilities | ( | ( | ( | ||||||||
| $ | $ | $ | |||||||||
10
Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, none of which is deductible for tax purposes.
We allocated a portion of the purchase price to the specific intangible asset categories as follows:
Amount Assigned (in millions) | Weighted Average Amortization Period (in years) | Risk-Adjusted Discount Rates used in Purchase Price Allocation | |||||||||||||||
| Bolt Medical: | |||||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||
| Technology-related | $ | ||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||
| In-process research and development (IPR&D) | $ | N/A | |||||||||||||||
| $ | |||||||||||||||||
| SoniVie: | |||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||
| IPR&D | $ | N/A | |||||||||||||||
| $ | |||||||||||||||||
| All Other: | |||||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||
| Technology-related | $ | ||||||||||||||||
| Customer relationships | |||||||||||||||||
| $ | |||||||||||||||||
Our technology-related intangible assets consist of technical processes, intellectual property and institutional understanding with respect to products and processes that we intend to leverage in future products or processes. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related intangible assets and are amortizing them on a straight-line basis over their assigned estimated useful lives.
Contingent Consideration
Changes in the fair value of our contingent consideration liability during the first six months of 2025 associated with current and prior period acquisitions were as follows:
| (in millions) | |||||
| Balance as of December 31, 2024 | $ | ||||
| Amount recorded related to current year acquisitions | |||||
| Contingent consideration net expense (benefit) | |||||
| Contingent consideration payments | ( | ||||
| Balance as of June 30, 2025 | $ | ||||
The maximum amount we could be required to pay for certain contingent consideration is not determinable as it is uncapped and based on a percent of certain sales. As of June 30, 2025, the fair value of such uncapped contingent consideration is estimated at $106 million. As of June 30, 2025, the maximum amount that we could be required to pay under our other capped contingent consideration arrangements (undiscounted) is approximately $671 million. Refer to Note B – Acquisitions and Strategic Investments to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for additional information.
11
The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs:
| Contingent Consideration Liability | Fair Value as of June 30, 2025 | Valuation Technique | Unobservable Input | Range | Weighted Average(1) | ||||||||||||||||||||||||
| Revenue-based Payments and Commercialization Milestones | $ | Discounted Cash Flow | Discount Rate | - | |||||||||||||||||||||||||
| Probability of Payment | - | ||||||||||||||||||||||||||||
| Projected Year of Payment | 2026 | - | 2031 | 2028 | |||||||||||||||||||||||||
| Clinical-based, Regulatory and Other Milestones | $ | Discounted Cash Flow | Discount Rate | - | |||||||||||||||||||||||||
| Probability of Payment | - | ||||||||||||||||||||||||||||
| Projected Year of Payment | 2026 | - | 2029 | 2028 | |||||||||||||||||||||||||
(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average.
Projected contingent payment amounts related to our clinical, regulatory and revenue-based payments and commercialization milestones are discounted back to the current period, primarily using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of June 30, 2025.
Strategic Investments
The aggregate carrying amount of our strategic investments was comprised of the following:
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Equity method investments | $ | $ | |||||||||
Measurement alternative investments(1, 2) | |||||||||||
| $ | $ | ||||||||||
(1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying unaudited consolidated statements of operations.
(2) Includes publicly-held equity securities measured at fair value with changes in fair value recognized in Other, net within our accompanying unaudited consolidated statements of operations.
These investments are classified as Other long-term assets within our accompanying unaudited consolidated balance sheets, in accordance with GAAP and our accounting policies.
12
NOTE C – GOODWILL AND OTHER INTANGIBLE ASSETS
The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated goodwill impairment charges are as follows:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization/ Write-offs | Gross Carrying Amount | Accumulated Amortization/ Write-offs | |||||||||||||||||||
| Technology-related | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Patents | ( | ( | |||||||||||||||||||||
| Other intangible assets | ( | ( | |||||||||||||||||||||
| Amortizable intangible assets | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Goodwill | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| IPR&D | $ | $ | |||||||||||||||||||||
| Indefinite-lived intangible assets | $ | $ | |||||||||||||||||||||
The following represents a roll forward of our goodwill balance by reportable segment:
| (in millions) | MedSurg | Cardiovascular | Total | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ||||||||||||||||||||
| Goodwill acquired | |||||||||||||||||||||||
| Impact of foreign currency fluctuations and purchase price adjustments | |||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ||||||||||||||||||||
Goodwill and Other Intangible Asset Impairments
We did not
We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. We identified the following reporting units for purposes of our annual goodwill impairment test: Interventional Cardiology, Rhythm Management, Peripheral Interventions, Endoscopy, Urology and Neuromodulation. Based on the criteria prescribed in FASB ASC Topic 350, Intangibles - Goodwill and Other (FASB ASC Topic 350), we aggregated the Interventional Cardiology Therapies and Watchman components of our Cardiology operating segment into a single Interventional Cardiology reporting unit and aggregated the Cardiac Rhythm Management and Electrophysiology components of our Cardiology operating segment into a single Rhythm Management reporting unit.
In the second quarter of 2025, we performed our annual goodwill impairment test utilizing the qualitative approach described in FASB ASC Topic 350 for all reporting units. After assessing the totality of events, it was determined that it was not more likely than not that the fair value of the reporting units was less than their carrying value, and it was not deemed necessary to proceed to the quantitative test.
In 2025, we recorded Intangible asset impairment charges of $46 million in the second quarter and first six months of 2025.
13
In 2024, we recorded Intangible asset impairment charges of $276
We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. If we determine it is more likely than not that the asset is impaired based on our qualitative assessment of impairment indicators, we test the intangible asset for recoverability. If the carrying value of the intangible asset or asset group exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset or asset group, we will write the carrying value down to fair value in the period impairment is identified. We test our indefinite-lived intangible assets at least annually during the third quarter for impairment and reassess their classification as indefinite-lived assets. In addition, we review our indefinite-lived intangible assets for classification and impairment more frequently if impairment indicators exist.
NOTE D – HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS
Derivative Instruments and Hedging Activities
We address market risk from changes in foreign currency exchange rates and interest rates through risk management programs which include the use of derivative and nonderivative financial instruments. We operate these programs pursuant to documented corporate risk management policies and do not enter into derivative transactions for speculative purposes. Our derivative instruments do not subject our earnings to material risk, as the gains or losses on these derivatives generally offset losses or gains recognized on the hedged item.
We manage concentration of counterparty credit risk by limiting acceptable counterparties to major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to individual counterparties and by actively monitoring counterparty credit ratings and the amount of individual credit exposure. We also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency.
Currency Hedging Instruments
Risk Management Strategy
Our risk from changes in currency exchange rates consists primarily of monetary assets and liabilities; forecasted intercompany and third-party transactions; and net investments in certain subsidiaries. We manage currency exchange rate risk at a consolidated level to reduce the cost of hedging by taking advantage of offsetting transactions. We employ derivative and nonderivative instruments, primarily forward currency contracts, to reduce the risk to our earnings and cash flows associated with changes in currency exchange rates.
The success of our currency risk management program depends, in part, on forecasted transactions denominated primarily in euro, Chinese renminbi, Japanese yen, British pound sterling, Australian dollar and Swiss franc. We may experience unanticipated currency exchange gains or losses to the extent the actual activity is different than forecasted. In addition, changes in currency exchange rates related to any unhedged transactions may impact our earnings and cash flows.
14
Hedge Designations and Relationships
Certain of our currency derivative instruments are designated as cash flow hedges under FASB ASC Topic 815, Derivatives and Hedging (FASB ASC Topic 815), and are intended to protect the U.S. dollar value of forecasted transactions. The gain or loss on a derivative instrument designated as a cash flow hedge is recorded in the Net change in derivative financial instruments component of Other comprehensive income (loss), net of tax (OCI) within our unaudited consolidated statements of comprehensive income (loss) until the underlying third-party transaction occurs. When the underlying third-party transaction occurs, we recognize the gain or loss in earnings within Cost of products sold within our unaudited consolidated statements of operations. In the event the hedging relationship is no longer effective, or if the occurrence of the hedged forecast transaction becomes no longer probable, we reclassify the gains or losses within Accumulated other comprehensive income (loss), net of tax (AOCI) to earnings at that time. The cash flows related to the derivative instruments designated as cash flow hedges are reported as operating activities within our unaudited consolidated statements of cash flows.
We also designate certain forward currency contracts as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in euro, Chinese renminbi and Japanese yen. For these derivative instruments, we elected to use the spot method to assess hedge effectiveness. We also elected to exclude the spot-forward difference, referred to as the excluded component, from the assessment of hedge effectiveness and are amortizing this amount separately, as calculated at the date of designation, on a straight-line basis over the term of the currency forward contracts. As such, we defer recognition of foreign currency gains and losses within the Foreign currency translation adjustment (CTA) component of OCI, and we reclassify amortization of the excluded component from AOCI to current period earnings within Interest expense within our unaudited consolidated statements of operations.
We designate certain euro-denominated debt as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in euro. As of June 30, 2025 and December 31, 2024, we designated as a net investment hedge our €900 0.625 % senior notes issued in November 2019 and due in 2027 (December 2027 Notes). For these nonderivative instruments, we defer recognition of the foreign currency remeasurement gains and losses within the CTA component of OCI. We reclassify these gains and losses to current period earnings within Other, net within our accompanying unaudited consolidated statements of operations only when the hedged item affects earnings, which would occur upon disposal or substantial liquidation of the underlying foreign subsidiary.
We also use forward currency contracts that are not part of designated hedging relationships as a part of our strategy to manage our exposure to currency exchange rate risk related to monetary assets and liabilities and related forecast transactions. These non-designated currency forward contracts have an original time to maturity consistent with the hedged currency transaction exposures, generally less than one year , and are marked-to-market with changes in fair value recorded to earnings within Other, net within our accompanying unaudited consolidated statements of operations.
Interest Rate Hedging Instruments
Risk Management Strategy
Our interest rate risk relates primarily to U.S. dollar and euro-denominated borrowings partially offset by U.S. dollar cash investments. We use interest rate derivative instruments to mitigate the risk to our earnings and cash flows associated with exposure to changes in interest rates. Under these agreements, we and the counterparty, at specified intervals, exchange the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. We designate these derivative instruments either as fair value or cash flow hedges in accordance with FASB ASC Topic 815.
Hedge Designations and Relationships
We had no
We had no
15
The following table presents the contractual amounts of our hedging instruments outstanding:
| (in millions) | FASB ASC Topic 815 Designation | As of | ||||||||||||||||||
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||
| Forward currency contracts | Cash flow hedge | $ | $ | |||||||||||||||||
| Forward currency contracts | Net investment hedge | |||||||||||||||||||
Foreign currency-denominated debt(1) | Net investment hedge | |||||||||||||||||||
| Forward currency contracts | Non-designated | |||||||||||||||||||
| Total Notional Outstanding | $ | $ | ||||||||||||||||||
(1) Foreign currency-denominated debt is the €900
The remaining time to maturity as of June 30, 2025 is within 60 months for all forward currency contracts designated as cash flow hedges and generally less than one year for all non-designated forward currency contracts. The forward currency contracts designated as net investment hedges generally mature between and years. The euro-denominated debt principal designated as a net investment hedge has a contractual maturity of December 1, 2027.
The following presents the effect of our derivative and nonderivative instruments designated as cash flow and net investment hedges under FASB ASC Topic 815 within our accompanying unaudited consolidated statements of operations. Refer to Note L – Changes in Other Comprehensive Income for the total amounts relating to derivative and nonderivative instruments presented within our accompanying unaudited consolidated statements of comprehensive income (loss).
| Effect of Hedging Relationships on Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||||||||
| Amount Recognized in OCI on Hedges | Unaudited Consolidated Statements of Operations(1) | Amount Reclassified from AOCI into Earnings | ||||||||||||||||||||||||||||||
| (in millions) | Pre-Tax Gain (Loss) | Tax Benefit (Expense) | Gain (Loss) Net of Tax | Location of Amount Reclassified and Total Amount of Line Item | Pre-Tax (Gain) Loss | Tax (Benefit) Expense | (Gain) Loss Net of Tax | |||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Forward currency contracts | ||||||||||||||||||||||||||||||||
| Cash flow hedges | $ | ( | $ | $ | ( | Cost of products sold | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Net investment hedges(2) | ( | ( | Interest expense | ( | ( | |||||||||||||||||||||||||||
| Foreign currency-denominated debt | ||||||||||||||||||||||||||||||||
Net investment hedges(3) | ( | ( | Other, net | ( | ||||||||||||||||||||||||||||
| Interest rate derivative contracts | ||||||||||||||||||||||||||||||||
| Cash flow hedges | Interest expense | ( | ||||||||||||||||||||||||||||||
| Effect of Hedging Relationships on Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||||||||
| Amount Recognized in OCI on Hedges | Unaudited Consolidated Statements of Operations(1) | Amount Reclassified from AOCI into Earnings | ||||||||||||||||||||||||||||||
| (in millions) | Pre-Tax Gain (Loss) | Tax Benefit (Expense) | Gain (Loss) Net of Tax | Location of Amount Reclassified and Total Amount of Line Item | Pre-Tax (Gain) Loss | Tax (Benefit) Expense | (Gain) Loss Net of Tax | |||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Forward currency contracts | ||||||||||||||||||||||||||||||||
| Cash flow hedges | $ | $ | ( | $ | Cost of products sold | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
Net investment hedges(2) | ( | Interest expense | ( | ( | ||||||||||||||||||||||||||||
| Foreign currency-denominated debt | ||||||||||||||||||||||||||||||||
Net investment hedges(3) | ( | Other, net | ||||||||||||||||||||||||||||||
| Interest rate derivative contracts | ||||||||||||||||||||||||||||||||
| Cash flow hedges | Interest Expense | ( | ||||||||||||||||||||||||||||||
16
| Effect of Hedging Relationships on Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||||||||
| Amount Recognized in OCI on Hedges | Unaudited Consolidated Statements of Operations(1) | Amount Reclassified from AOCI into Earnings | ||||||||||||||||||||||||||||||
| (in millions) | Pre-Tax Gain (Loss) | Tax Benefit (Expense) | Gain (Loss) Net of Tax | Location of Amount Reclassified and Total Amount of Line Item | Pre-Tax (Gain) Loss | Tax (Benefit) Expense | (Gain) Loss Net of Tax | |||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Forward currency contracts | ||||||||||||||||||||||||||||||||
| Cash flow hedges | $ | ( | $ | $ | ( | Cost of products sold | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Net investment hedges(2) | ( | ( | Interest expense | ( | ( | |||||||||||||||||||||||||||
| Foreign currency-denominated debt | ||||||||||||||||||||||||||||||||
Net investment hedges(3) | ( | ( | Other, net | ( | ||||||||||||||||||||||||||||
| Interest rate derivative contracts | ||||||||||||||||||||||||||||||||
| Cash flow hedges | Interest expense | ( | ||||||||||||||||||||||||||||||
| Effect of Hedging Relationships on Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||||||||
| Amount Recognized in OCI on Hedges | Unaudited Consolidated Statements of Operations(1) | Amount Reclassified from AOCI into Earnings | ||||||||||||||||||||||||||||||
| (in millions) | Pre-Tax Gain (Loss) | Tax Benefit (Expense) | Gain (Loss) Net of Tax | Location of Amount Reclassified and Total Amount of Line Item | Pre-Tax (Gain) Loss | Tax (Benefit) Expense | (Gain) Loss Net of Tax | |||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Forward currency contracts | ||||||||||||||||||||||||||||||||
| Cash flow hedges | $ | $ | ( | $ | Cost of products sold | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
Net investment hedges(2) | ( | Interest expense | ( | ( | ||||||||||||||||||||||||||||
| Foreign currency-denominated debt | ||||||||||||||||||||||||||||||||
Net investment hedges(3) | ( | Other, net | ||||||||||||||||||||||||||||||
| Interest rate derivative contracts | ||||||||||||||||||||||||||||||||
| Cash flow hedges | Interest expense | ( | ||||||||||||||||||||||||||||||
(1) In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from AOCI to earnings represent the effect of the hedging relationships on earnings.
(2) For our outstanding forward currency contracts designated as net investment hedges, the net gain or loss reclassified from AOCI to earnings as a reduction of Interest expense represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with FASB ASC Topic 815. In the current and prior periods, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in earnings.
(3) For our outstanding euro-denominated debt principal designated as a net investment hedge, the change in fair value attributable to changes in the spot rate is recorded in the CTA component of OCI. No
As of June 30, 2025, pre-tax net gains or losses for our derivative instruments designated, or previously designated, as cash flow and net investment hedges under FASB ASC Topic 815 that may be reclassified from AOCI to earnings within the next twelve months are presented below (in millions):
| FASB ASC Topic 815 Designation | Location on Unaudited Consolidated Statements of Operations | Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings | ||||||||||||||||||
| Designated Hedging Instrument | ||||||||||||||||||||
| Forward currency contracts | Cash flow hedge | Cost of products sold | $ | ( | ||||||||||||||||
| Forward currency contracts | Net investment hedge | Interest expense | ||||||||||||||||||
| Interest rate derivative contracts | Cash flow hedge | Interest expense | ( | |||||||||||||||||
17
Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below:
| Location on Unaudited Consolidated Statements of Operations | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Net gain (loss) on currency hedge contracts | Other, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
| Net gain (loss) on currency transaction exposures | Other, net | ( | ( | |||||||||||||||||||||||||||||
| Net currency exchange gain (loss) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
Fair Value Measurements
Location on Unaudited Consolidated Balance Sheets(1) | As of | |||||||||||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | ||||||||||||||||||
| Derivative and Nonderivative Assets: | ||||||||||||||||||||
| Designated Hedging Instruments | ||||||||||||||||||||
| Forward currency contracts | Other current assets | $ | $ | |||||||||||||||||
| Forward currency contracts | Other long-term assets | |||||||||||||||||||
| Non-Designated Hedging Instruments | ||||||||||||||||||||
| Forward currency contracts | Other current assets | |||||||||||||||||||
| Total Derivative and Nonderivative Assets | $ | $ | ||||||||||||||||||
| Derivative and Nonderivative Liabilities: | ||||||||||||||||||||
| Designated Hedging Instruments | ||||||||||||||||||||
| Forward currency contracts | Other current liabilities | $ | $ | |||||||||||||||||
| Forward currency contracts | Other long-term liabilities | |||||||||||||||||||
Foreign currency-denominated debt(2) | Long-term debt | |||||||||||||||||||
| Non-Designated Hedging Instruments | ||||||||||||||||||||
| Forward currency contracts | Other current liabilities | |||||||||||||||||||
| Total Derivative and Nonderivative Liabilities | $ | $ | ||||||||||||||||||
(1) We classify derivative and nonderivative assets and liabilities as current when the settlement date of the contract is one year or less.
(2) Foreign currency-denominated debt is the €900
18
Recurring Fair Value Measurements
On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. Where quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value. FASB ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The category of a financial asset or a financial liability within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows:
•Level 1 – Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
•Level 2 – Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
•Level 3 – Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
Assets and liabilities measured at fair value on a recurring basis consist of the following:
| As of | |||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds and time deposits | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Publicly-held equity securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Hedging instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Licensing arrangements | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Contingent consideration liability | |||||||||||||||||||||||||||||||||||||||||||||||
| Licensing arrangements | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Our investments in money market funds and time deposits are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are classified as Cash and cash equivalents or Other current assets within our accompanying unaudited consolidated balance sheets, in accordance with GAAP and our accounting policies. In addition to $182 million invested in money market funds and time deposits as of June 30, 2025 and $120 million as of December 31, 2024, we held $388 million in interest-bearing and non-interest-bearing bank accounts as of June 30, 2025 and $364 million as of December 31, 2024.
Our recurring fair value measurements using Level 3 inputs include those related to our contingent consideration liability. Refer to Note B – Acquisitions and Strategic Investments for a discussion of the changes in the fair value of our contingent consideration liability.
Non-Recurring Fair Value Measurements
We hold certain assets and liabilities that are measured at fair value on a non-recurring basis in periods after initial recognition. The fair value of a measurement alternative investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. Refer to Note B – Acquisitions and Strategic Investments for a discussion of our strategic investments and Note C – Goodwill and Other Intangible Assets for a discussion of the fair values of our intangible assets including goodwill.
19
The fair value of our outstanding debt obligations, excluding finance leases, was $11.317 billion as of June 30, 2025 and $10.330 billion as of December 31, 2024. We determined fair value by using quoted market prices for our publicly registered senior notes, classified as Level 1 within the fair value hierarchy, and face value for commercial paper, term loans and credit facility borrowings outstanding. Refer to Note E – Contractual Obligations and Commitments for a discussion of our debt obligations.
NOTE E – CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Borrowings and Credit Arrangements
We had total debt outstanding of $11.587 billion as of June 30, 2025 and $10.746 billion as of December 31, 2024, with current obligations of $480 million as of June 30, 2025 and $1.778 billion as of December 31, 2024. The debt maturity schedule for our long-term debt obligations is presented below:
| (in millions, except interest rates) | Issuance Date | Maturity Date | As of | Coupon Rate(1) | ||||||||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| March 2026 Senior Notes | February 2019 | March 2026 | ||||||||||||||||||||||||||||||
December 2027 Senior Notes(3) | November 2019 | December 2027 | ||||||||||||||||||||||||||||||
March 2028 Senior Notes(3) | March 2022 | March 2028 | ||||||||||||||||||||||||||||||
| March 2028 Senior Notes | February 2018 | March 2028 | ||||||||||||||||||||||||||||||
| March 2029 Senior Notes | February 2019 | March 2029 | ||||||||||||||||||||||||||||||
March 2029 Senior Notes(3) | February 2024 | March 2029 | ||||||||||||||||||||||||||||||
| June 2030 Senior Notes | May 2020 | June 2030 | ||||||||||||||||||||||||||||||
March 2031 Senior Notes(3) | March 2022 | March 2031 | ||||||||||||||||||||||||||||||
March 2031 Senior Notes(3) | February 2025 | March 2031 | ||||||||||||||||||||||||||||||
March 2032 Senior Notes(3) | February 2024 | March 2032 | ||||||||||||||||||||||||||||||
March 2034 Senior Notes(3) | March 2022 | March 2034 | ||||||||||||||||||||||||||||||
March 2034 Senior Notes(3) | February 2025 | March 2034 | ||||||||||||||||||||||||||||||
November 2035 Senior Notes(2) | November 2005 | November 2035 | ||||||||||||||||||||||||||||||
| March 2039 Senior Notes | February 2019 | March 2039 | ||||||||||||||||||||||||||||||
| January 2040 Senior Notes | December 2009 | January 2040 | ||||||||||||||||||||||||||||||
| March 2049 Senior Notes | February 2019 | March 2049 | ||||||||||||||||||||||||||||||
| Unamortized Debt Issuance Discount and Deferred Financing Costs | 2025 - 2049 | ( | ( | |||||||||||||||||||||||||||||
| Finance Lease Obligation | Various | |||||||||||||||||||||||||||||||
| Long-term debt | $ | $ | ||||||||||||||||||||||||||||||
(1) Coupon rates are semi-annual, except for the euro-denominated notes, which bear an annual coupon.
(2) Corporate credit rating improvements will result in a decrease in the adjusted interest rate on our November 2035 Notes. The interest rate will be permanently reinstated to the issuance rate of 6.25 % if the lowest credit ratings assigned to these senior notes is either A- or A3 or higher. The required credit rating was attained in the second quarter of 2025 and the interest rate will reset to the issuance rate in November 2025.
(3) These notes are euro-denominated and presented in U.S. dollars based on the exchange rate in effect as of June 30, 2025 and December 31, 2024, respectively.
Revolving Credit Facility
On May 10, 2021, we entered into a $2.750 billion revolving credit facility (as amended, supplemented or otherwise modified from time to time, the 2021 Revolving Credit Facility) with a global syndicate of commercial banks. On May 10, 2024, we entered into a third amendment to the 2021 Revolving Credit Facility credit agreement, which provided for, among other things, an extension of the scheduled maturity date to May 10, 2029, an amendment of the Ratings based pricing grid of the Applicable Margin, each as defined in the credit agreement, and reset the applicable date for purposes of determining the amounts of restructuring charges and restructuring-related expenses that may be excluded from consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined by the credit agreement, for purposes of our maximum leverage
20
ratio covenant, from December 31, 2022 to March 31, 2024, as further discussed under Financial Covenant below. This facility provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We had no
Financial Covenant
As of June 30, 2025, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility.
| Covenant Requirement | Actual | |||||||||||||
| as of June 30, 2025 | as of June 30, 2025 | |||||||||||||
Maximum permitted leverage ratio(1) | ||||||||||||||
(1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement.
The 2021 Revolving Credit Facility includes the financial covenant requirement for all of our credit arrangements that we maintain the maximum permitted leverage ratio of 3.75 times for the remaining term. The credit agreement provides for higher leverage ratios, at our election, for the period following a Qualified Acquisition, as defined by the agreement, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the 2021 Revolving Credit Facility. On November 15, 2024, we announced the closing of our acquisition of Axonics, Inc. (Axonics), which we had previously designated as a Qualified Acquisition under the credit agreement, increasing the maximum permitted leverage ratio to 4.75 times.
The financial covenant requirement, as amended on May 10, 2024, provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. The credit agreement amendment reset the starting date for purposes of calculating such permitted exclusions related to restructuring charges and restructuring-related expenses from December 31, 2022 to March 31, 2024. Permitted exclusions include up to $500 million in cash and non-cash restructuring charges and restructuring-related expenses associated with our current or future restructuring plans. As of June 30, 2025, we had $113 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA, provided that the sum of any excluded net cash litigation payments does not exceed $1.000 billion plus all accrued legal liabilities as of December 31, 2022. As of June 30, 2025, we had $1.414 billion of the litigation exclusion remaining.
Any inability to maintain compliance with this covenant could require us to seek to renegotiate the terms of our credit arrangements or seek waivers from compliance with this covenant, both of which could result in additional borrowing costs. Further, there can be no assurance that our lenders would agree to such new terms or grant such waivers on terms acceptable to us. In this case, all 2021 Revolving Credit Facility commitments would terminate, and any amounts borrowed under the facility would become immediately due and payable. Furthermore, any termination of our 2021 Revolving Credit Facility may negatively impact the credit ratings assigned to our commercial paper program, which may impact our ability to refinance any then outstanding commercial paper as it becomes due and payable.
Commercial Paper
Our commercial paper program is backed by the 2021 Revolving Credit Facility. Outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We had $197 million outstanding under our commercial paper program as of June 30, 2025 and $191 million outstanding as of December 31, 2024.
21
| As of | |||||||||||
| (in millions, except maturity and yield) | June 30, 2025 | December 31, 2024 | |||||||||
| Commercial paper outstanding (at par) | $ | $ | |||||||||
| Maximum borrowing capacity | |||||||||||
| Borrowing capacity available | |||||||||||
| Weighted average maturity | |||||||||||
| Weighted average yield | % | % | |||||||||
Senior Notes
We had senior notes outstanding of $11.319 billion as of June 30, 2025 and $10.451 billion as of December 31, 2024. Our senior notes were issued in public offerings, are redeemable prior to maturity and are not subject to sinking fund requirements. Our senior notes are unsecured, unsubordinated obligations and rank on parity with each other. These notes are effectively junior to liabilities of our subsidiaries (refer to Other Arrangements below).
In February 2025, American Medical Systems Europe B.V. (AMS Europe), an indirect, wholly owned subsidiary of Boston Scientific, completed a registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes comprised of €850 million of 3.000 % Senior Notes due 2031 and €650 million of 3.250 % Senior Notes due 2034 (collectively, the 2025 Eurobonds). Boston Scientific has fully and unconditionally guaranteed all of AMS Europe's obligations under the 2025 Eurobonds, and no other subsidiary of Boston Scientific will guarantee these obligations. AMS Europe is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of Regulation S-X. The financial condition, results of operations and cash flows of AMS Europe are consolidated in the financial statements of Boston Scientific. The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs.
We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s €1.000 billion 0.750 % Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short term investments, reduction of short term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our $500 million 1.900 % Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes.
In February 2024, AMS Europe completed a registered public offering of €2.000 billion in aggregate principal amount of euro-denominated senior notes comprised of €750 million of 3.375 % Senior Notes due 2029 and €1.250 billion of 3.500 % Senior Notes due 2032 (collectively, the 2024 Eurobonds). Boston Scientific has fully and unconditionally guaranteed all of AMS Europe's obligations under the 2024 Eurobonds, in addition to all of AMS Europe's obligations under the euro-denominated senior notes that were previously issued by AMS Europe in 2022, and no other subsidiary of Boston Scientific will guarantee these obligations. The 2024 Eurobonds offering resulted in cash proceeds of $2.145 billion, net of investor discounts and issuance costs.
We primarily used the net proceeds from the 2024 Eurobonds offering to fund a portion of the purchase price of our acquisition of Axonics and to pay related fees and expenses, and for general corporate purposes. We also used the net proceeds to fund the repayment at maturity of $504 million of our 3.450 % Senior Notes due March 2024 and to pay accrued and unpaid interest with respect to such notes.
Other Arrangements
We have accounts receivable factoring programs in certain European countries and with commercial banks in China and Japan which include promissory notes discounting programs. We account for our factoring programs as sales under FASB ASC Topic 860, Transfers and Servicing. We have no retained interest in the transferred receivables, other than collection and administration, and once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy.
22
Amounts de-recognized for accounts and notes receivable, which are excluded from Trade accounts receivable, net within our accompanying unaudited consolidated balance sheets, are aggregated by contract denominated currency below (in millions):
| Factoring Arrangements | As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||||||||
| Amount De-recognized | Weighted Average Interest Rate | Amount De-recognized | Weighted Average Interest Rate | ||||||||||||||||||||
| Euro denominated | $ | % | $ | % | |||||||||||||||||||
| Yen denominated | % | % | |||||||||||||||||||||
Renminbi denominated | % | % | |||||||||||||||||||||
Other Contractual Obligations and Commitments
We had outstanding letters of credit of $220 million as of June 30, 2025 and $206 million as of December 31, 2024, which consisted primarily of bank guarantees and collateral for workers' compensation insurance arrangements. As of June 30, 2025 and December 31, 2024 we had not recognized a related liability for our outstanding letters of credit within our accompanying unaudited consolidated balance sheets.
We have a supplier financing program offered primarily in the U.S. that enables our suppliers to opt to receive early payment at a nominal discount, while allowing us to lengthen our payment terms and optimize working capital. Our standard payment term in the U.S. is 90 days. All outstanding payables related to the supplier finance program are classified within Accounts Payable within our unaudited consolidated balance sheets and were $139 million as of June 30, 2025 and $140 million as of December 31, 2024.
Refer to Note E – Contractual Obligations and Commitments to our audited financial statements contained in Item 8. Financial Statements and Supplementary Data of our most recent Annual Report on Form 10-K for additional information on our borrowings and credit agreements.
NOTE F – SUPPLEMENTAL BALANCE SHEET INFORMATION
Components of selected captions within our accompanying unaudited consolidated balance sheets are as follows:
Trade accounts receivable, net
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Trade accounts receivable | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| $ | $ | ||||||||||
The following is a roll forward of our Allowance for credit losses:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Credit loss expense | |||||||||||||||||||||||
| Write-offs | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
23
Inventories
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials | |||||||||||
| $ | $ | ||||||||||
Other current assets
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Restricted cash and restricted cash equivalents | $ | $ | |||||||||
| Derivative assets | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Property, plant and equipment, net
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Equipment, furniture and fixtures | |||||||||||
| Capital in progress | |||||||||||
| Less: accumulated depreciation | |||||||||||
| $ | $ | ||||||||||
Depreciation expense was $111 million for the second quarter of 2025, $98 million for the second quarter of 2024, $217 million for the first six months of 2025 and $188 million for the first six months of 2024.
Other long-term assets
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Restricted cash equivalents | $ | $ | |||||||||
| Operating lease right-of-use assets | |||||||||||
| Investments | |||||||||||
| Indemnification asset | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
24
Accrued expenses
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Legal reserves | $ | $ | |||||||||
| Payroll and related liabilities | |||||||||||
| Rebates | |||||||||||
| Contingent consideration | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Other current liabilities
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Deferred revenue | $ | $ | |||||||||
| Taxes payable | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Other long-term liabilities
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Legal reserves | $ | $ | |||||||||
| Accrued income taxes | |||||||||||
| Contingent consideration | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
25
NOTE G – INCOME TAXES
The following table provides a reconciliation of our reported tax rate to the rate from continuing operations:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reported tax rate | % | % | % | % | |||||||||||||||||||
Impact of certain receipts/charges(1) | % | ( | % | % | ( | % | |||||||||||||||||
| Rate from continuing operations | % | % | % | % | |||||||||||||||||||
(1)These receipts/charges are taxed at different rates than our rate from continuing operations.
Our reported tax rate is affected by recurring items such as the amount of our earnings subject to differing tax rates in foreign jurisdictions and the impact of certain receipts and charges that are taxed at rates that differ from our rate from continuing operations.
In the second quarter and first six months of 2025, the principal reasons for the difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.
In the second quarter of 2024, the principal reasons for the difference between the rate from continuing operations and our reported tax rate relates to impairment charges. Additionally, there were certain discrete tax benefits primarily related to stock-based compensation as well as charges for unrecognized tax benefits. In the first six months of 2024, the principal reasons for the difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges as well as impairment charges. Additionally, there were certain discrete tax benefits primarily related to stock-based compensation.
As of June 30, 2025, we had $531 million of gross unrecognized tax benefits, of which a net $447 million, if recognized, would affect our effective tax rate. As of December 31, 2024, we had $506 million of gross unrecognized tax benefits, of which a net $423 million, if recognized, would affect our effective tax rate. The change in gross unrecognized tax benefit is primarily related to current year accruals for reserves.
NOTE H – COMMITMENTS AND CONTINGENCIES
The medical device market in which we participate is largely technology driven. As a result, intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. Over the years, there has been litigation initiated against us by others, including our competitors, claiming that our current or former product offerings infringe patents owned or licensed by them. Intellectual property litigation is inherently complex and unpredictable. In addition, competing parties frequently file multiple suits to leverage patent portfolios across product lines, technologies and geographies and to balance risk and exposure between the parties. In some cases, several competitors are parties in the same proceeding, or in a series of related proceedings, or litigate multiple features of a single class of devices. These dynamics frequently drive settlement not only for individual cases, but also for a series of pending and potentially related and unrelated cases. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify and are often dependent upon the outcomes of other cases in other geographies.
During recent years, we successfully negotiated closure of several long-standing legal matters and have received favorable rulings in several other matters; however, there continues to be outstanding litigation. Adverse outcomes in one or more of these matters could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity.
In addition, product liability, securities and commercial claims have been asserted against us and similar claims may be asserted against us in the future related to events not known to management at the present time. We maintain an insurance policy providing limited coverage against securities claims and we are substantially self-insured with respect to product liability claims and fully self-insured with respect to intellectual property infringement claims. The absence of significant third-party insurance coverage increases our potential exposure to unanticipated claims or adverse decisions. Product liability claims, securities and commercial litigation and other legal proceedings in the future, regardless of their outcome, could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity.
26
In addition, like other companies in the medical device industry, we are subject to extensive regulation by national, state and local government agencies in the U.S. and other countries in which we operate. From time to time we are the subject of qui tam actions and governmental investigations often involving regulatory, marketing and other business practices. These qui tam actions and governmental investigations could result in the commencement of civil and criminal proceedings, substantial fines, penalties and administrative remedies and have a material adverse effect on our financial position, results of operations and/or liquidity. For additional information, refer to Note I – Commitments and Contingencies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K.
In accordance with FASB ASC Topic 450, Contingencies, we accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range.
We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with our financial covenant required by our credit arrangements.
In management's opinion, we are not currently involved in any legal proceedings other than those disclosed in our most recent Annual Report on Form 10-K and those specifically identified below, which, individually or in the aggregate, could have a material adverse effect on our financial condition, operations and/or cash flows. Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated.
Patent Litigation
On November 20, 2017, The Board of Regents, University of Texas System and TissueGen. Inc. (collectively, UT), served a lawsuit against us in the Western District of Texas. The complaint against the Company alleges patent infringement of two U.S. patents owned by UT, relating to “Drug Releasing Biodegradable Fiber Implant” and “Drug Releasing Biodegradable Fiber for Delivery of Therapeutics,” and affects the manufacture, use and sale of our Synergy™ Stent System. UT primarily seeks a reasonable royalty. On March 12, 2018, the District Court for the Western District of Texas dismissed the action and transferred it to the United States District Court for the District of Delaware. On September 5, 2019, the Court of Appeals for the Federal Circuit affirmed the dismissal of the District Court for the Western District of Texas. In April 2020, the United States Supreme Court denied the UT’s Petition for Certiorari. UT proceeded with its case against the Company in Delaware. In January 2023, a jury trial was held on the issue of whether the one UT patent still asserted in the case was valid and whether it was infringed by the Company. On January 31, 2023, a jury concluded that UT’s patent was valid and willfully infringed by the Company, and awarded UT $42 million in damages. Following the trial, UT filed a motion seeking prejudgment interest and enhanced damages. The Company filed a motion seeking judgment as a matter of law in its favor or alternatively a new trial. On June 5, 2024, the Court granted the Company’s motion for judgment as a matter of law of no willful infringement, but otherwise denied the Company’s motions. The Court also denied UT’s motion for enhanced damages, awarded approximately $7 million in pre-judgment interest, and awarded post-judgment interest. On July 3, 2024, UT and the Company each filed a notice of appeal.
Upon the Company’s acquisition of Axonics on November 15, 2024, the Company assumed responsibility for all litigation pending against Axonics. On September 18, 2023, Axonics commenced an arbitration dispute against the Al Mann Foundation (AMF), in response to which AMF asserted multiple claims against Axonics. This arbitration will resolve, among other things, whether AMF terminated its licensing agreement with Axonics and whether Axonics owes royalties to AMF for its non-rechargeable sacral neuromodulation products. This dispute is scheduled for an arbitration hearing in December 2025.
27
Product Liability Litigation
Multiple product liability cases or claims related to transvaginal surgical mesh products designed to treat stress urinary incontinence and pelvic organ prolapse have been asserted against us, predominantly in the United States, Canada, the United Kingdom, Scotland, Ireland, and Australia. Plaintiffs generally seek monetary damages based on allegations of personal injury associated with the use of our transvaginal surgical mesh products, including design and manufacturing claims, failure to warn, breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. We have entered into individual and master settlement agreements or are in the final stages of entering agreements with certain plaintiffs' counsel, to resolve the majority of these cases and claims. All settlement agreements were entered into solely by way of compromise and without any admission or concession by us of any liability or wrongdoing.
We have established a product liability accrual for remaining claims asserted against us associated with our transvaginal surgical mesh products and the costs of defense thereof. We continue to engage in discussions with plaintiffs’ counsel regarding potential resolution of pending cases and claims, which we continue to vigorously contest. The final resolution of the cases and claims is uncertain and could have a material impact on our results of operations, financial condition and/or liquidity. Trials involving our transvaginal surgical mesh products have resulted in both favorable and unfavorable judgments for us. We do not believe that the judgment in any one trial is representative of potential outcomes of all cases or claims related to our transvaginal surgical mesh products.
Governmental Investigations and Qui Tam Matters
Like many healthcare companies, the Company receives inquiries and has ongoing discussions with governmental agencies with respect to the Company’s operations, such as the Securities and Exchange Commission (SEC), the Department of Justice (DOJ) and foreign regulators, including its operations in Vietnam with respect to alleged Foreign Corrupt Practices Act (FCPA) violations the Company received in March 2022. The Company has received related subpoenas for documents from the DOJ and the SEC with respect to the Vietnam matter, and is cooperating with the government while investigating these allegations. From time to time, the Company also self-discloses potential concerns to regulators. In the course of Vietnam-related discussions with the DOJ and SEC, the Company has disclosed that it is investigating other potential concerns in Vietnam and other countries.
From time to time, the Company also receives U.S.-based subpoenas and DOJ Civil Investigative Demands (CID), including the following matters: in April 2023, the Company received a DOJ subpoena that seeks documents and information related to its ambulatory electrocardiography monitoring business; in December 2023, the Company received a DOJ CID related to the provision of peripheral intervention services through office-based labs. The Company is cooperating with the DOJ in these matters.
NOTE I – WEIGHTED AVERAGE SHARES OUTSTANDING
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Weighted average shares outstanding — basic | |||||||||||||||||||||||
| Net effect of common stock equivalents | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||||||||
The following securities were excluded from the calculation of weighted average shares outstanding - diluted because their effect in the periods presented below would have been antidilutive:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Stock options outstanding(1) | |||||||||||||||||||||||
(1) Represents stock options outstanding pursuant to our employee stock-based compensation plans with exercise prices that were greater than the average fair market value of our common stock for the related periods.
28
We base Net income (loss) per common share - diluted upon the weighted-average number of common shares and common stock equivalents outstanding during each year. Potential common stock equivalents are determined using the treasury stock method. We exclude stock options and stock awards from the calculation if the effect would be anti-dilutive.
We issued approximately one million shares of our common stock in the second quarter of 2025, approximately six million shares in the first six months of 2025, approximately one million shares in the second quarter of 2024 and approximately five million shares in the first six months of 2024. Shares were issued following the exercise of stock options, vesting of restricted stock units or purchases under our employee stock purchase plan. We did not 1.000 billion of our common stock. As of June 30, 2025, we had the full amount remaining available under the authorization.
NOTE J – SEGMENT REPORTING
We aggregate our core businesses into two reportable segments: MedSurg and Cardiovascular, each of which generates revenues from the sale of medical devices. In accordance with FASB ASC Topic 280, Segment Reporting, we identified our reportable segments based on the nature of our products, production processes, type of customer, selling and distribution methods and regulatory environment, as well as the economic characteristics of each of our operating segments. Our chief operating decision maker (CODM) is our President and Chief Executive Officer.
We measure and evaluate our reportable segments based on their respective net sales, cost of goods sold, selling, general and administrative expenses, research and development expenses, operating income, excluding intersegment profits, and operating income as a percentage of net sales, all based on internally-derived standard currency exchange rates to exclude the impact of foreign currency, which may be updated from year to year. We exclude from segment expenses and segment operating income certain corporate-related expenses and certain transactions or adjustments that our CODM considers to be non-operational, such as amounts related to amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and European Union (EU) Medical Device Regulation (MDR) implementation costs. Although we exclude these amounts from segment expenses and segment operating income they are included in reported Income (loss) before income taxes within our accompanying unaudited consolidated statements of operations and are included in the reconciliation below. The CODM uses segment operating income in the budget and forecasting process and to monitor budget versus actual results, which are used in assessing the performance of the reportable segments and to allocate resources across our reportable segments Refer to Note K – Revenue for net sales by reportable segment presented in accordance with GAAP.
A reconciliation of sales and operating income for the reportable segments to the applicable line items within our accompanying unaudited consolidated statements of operations is as follows (in millions, except percentages). Prior period amounts have been restated at constant currency to conform to current year presentation.
29
| Three Months Ended June 30, 2025 | |||||||||||||||||
| MedSurg | % of net sales | Cardiovascular | % of net sales | Total | |||||||||||||
| Net sales of reportable segments | $ | $ | $ | ||||||||||||||
| Impact of foreign currency fluctuations | |||||||||||||||||
| Total net sales | |||||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of products sold | % | % | |||||||||||||||
| Selling, general and administrative expenses | % | % | |||||||||||||||
| Research and development expenses | % | % | |||||||||||||||
Other segment items(1) | % | % | |||||||||||||||
Segment operating income(2) | % | % | |||||||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments | ( | ||||||||||||||||
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs | ( | ||||||||||||||||
| Amortization expense | ( | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Other income (expense), net | |||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||
30
| Six Months Ended June 30, 2025 | |||||||||||||||||
| MedSurg | % of net sales | Cardiovascular | % of net sales | Total | |||||||||||||
| Net sales of reportable segments | $ | $ | $ | ||||||||||||||
| Impact of foreign currency fluctuations | ( | ||||||||||||||||
| Total net sales | |||||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of products sold | % | % | |||||||||||||||
| Selling, general and administrative expenses | % | % | |||||||||||||||
| Research and development expenses | % | % | |||||||||||||||
Other segment items(1) | % | % | |||||||||||||||
Segment operating income(2) | % | % | |||||||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments | ( | ||||||||||||||||
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs | ( | ||||||||||||||||
| Amortization expense | ( | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Other income (expense), net | |||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||
31
| Three Months Ended June 30, 2024 | |||||||||||||||||
| MedSurg | % of net sales | Cardiovascular | % of net sales | Total | |||||||||||||
| Net sales of reportable segments | $ | $ | $ | ||||||||||||||
| Impact of foreign currency fluctuations | ( | ||||||||||||||||
| Total net sales | |||||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of products sold | % | % | |||||||||||||||
| Selling, general and administrative expenses | % | % | |||||||||||||||
| Research and development expenses | % | % | |||||||||||||||
Other segment items(1) | % | % | |||||||||||||||
Segment operating income(2) | % | % | |||||||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments | ( | ||||||||||||||||
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs | ( | ||||||||||||||||
| Amortization expense | ( | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||
32
| Six months ended June 30, 2024 | |||||||||||||||||
| MedSurg | % of net sales | Cardiovascular | % of net sales | Total | |||||||||||||
| Net sales of reportable segments | $ | $ | $ | ||||||||||||||
| Impact of foreign currency fluctuations | ( | ||||||||||||||||
| Total net sales | |||||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of products sold | % | % | |||||||||||||||
| Selling, general and administrative expenses | % | % | |||||||||||||||
| Research and development expenses | % | % | |||||||||||||||
Other segment items(1) | % | % | |||||||||||||||
Segment operating income(2) | % | % | |||||||||||||||
| Unallocated amounts: | |||||||||||||||||
| Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments | ( | ||||||||||||||||
Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs | ( | ||||||||||||||||
| Amortization expense | ( | ||||||||||||||||
| Operating income (loss) | |||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||
(1) Includes royalty expense.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||
Depreciation expense (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| MedSurg | $ | $ | $ | $ | ||||||||||||||||
| Cardiovascular | ||||||||||||||||||||
| Consolidated depreciation expense | $ | $ | $ | $ | ||||||||||||||||
| As of | |||||||||||
Total assets (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| MedSurg | $ | $ | |||||||||
| Cardiovascular | |||||||||||
| Total assets of reportable segments | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| All other corporate assets | |||||||||||
| $ | $ | ||||||||||
33
| As of | |||||||||||||||||
Long-lived assets (in millions) | June 30, 2025 | December 31, 2024 | |||||||||||||||
| U.S. | $ | $ | |||||||||||||||
| Ireland | |||||||||||||||||
| Costa Rica | |||||||||||||||||
| Other countries | |||||||||||||||||
| Property, plant and equipment, net | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Other intangible assets, net | |||||||||||||||||
Operating lease right-of-use assets in Other long-term assets | |||||||||||||||||
| $ | $ | ||||||||||||||||
34
NOTE K – REVENUE
We generate revenue primarily from the sale of single-use medical devices and present revenue net of sales taxes within our accompanying unaudited consolidated statements of operations. Our business structure is organized into five operating segments. The following tables disaggregate our revenue from contracts with customers by business unit and geographic region (in millions). Generally, we allocate revenue from contracts with customers to geographic regions based on the location where the sale originated.
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Businesses | U.S. | Int'l | Total | U.S. | Int'l | Total | |||||||||||||||||||||||||||||
| Endoscopy | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Urology | |||||||||||||||||||||||||||||||||||
| Neuromodulation | |||||||||||||||||||||||||||||||||||
| MedSurg | |||||||||||||||||||||||||||||||||||
| Interventional Cardiology Therapies | |||||||||||||||||||||||||||||||||||
| Watchman | |||||||||||||||||||||||||||||||||||
| Cardiac Rhythm Management | |||||||||||||||||||||||||||||||||||
| Electrophysiology | |||||||||||||||||||||||||||||||||||
| Cardiology | |||||||||||||||||||||||||||||||||||
| Peripheral Interventions | |||||||||||||||||||||||||||||||||||
| Cardiovascular | |||||||||||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Businesses | U.S. | Int'l | Total | U.S. | Int'l | Total | |||||||||||||||||||||||||||||
| Endoscopy | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Urology | |||||||||||||||||||||||||||||||||||
| Neuromodulation | |||||||||||||||||||||||||||||||||||
| MedSurg | |||||||||||||||||||||||||||||||||||
| Interventional Cardiology Therapies | |||||||||||||||||||||||||||||||||||
| Watchman | |||||||||||||||||||||||||||||||||||
| Cardiac Rhythm Management | |||||||||||||||||||||||||||||||||||
| Electrophysiology | |||||||||||||||||||||||||||||||||||
| Cardiology | |||||||||||||||||||||||||||||||||||
| Peripheral Interventions | |||||||||||||||||||||||||||||||||||
| Cardiovascular | |||||||||||||||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Refer to Note J – Segment Reporting for information on our reportable segments.
35
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Geographic Regions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
| Europe, Middle East and Africa | |||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||
| Latin America and Canada | |||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | |||||||||||||||||||
Emerging Markets(1) | $ | $ | $ | $ | |||||||||||||||||||
(1) Our Emerging Markets countries include all countries except the United States, Western and Central Europe, Japan, Australia, New Zealand and Canada.
Deferred Revenue
Contract liabilities are classified within Other current liabilities and Other long-term liabilities within our accompanying unaudited consolidated balance sheets. Our deferred revenue balance was $662 million as of June 30, 2025 and $635 million as of December 31, 2024. Our contract liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System within our Cardiology business, for which revenue is recognized over the average service period based on device and patient longevity. Our contract liabilities also include deferred revenue related to the LUX-Dx™ Insertable Cardiac Monitor system, also within our Cardiology business, for which revenue is recognized over the average service period based on device longevity and usage. We recognized revenue of $68 million in the second quarter and $136 million in the first six months of 2025 that was included in the above contract liability balance as of December 31, 2024. We have elected not to disclose the transaction price allocated to unsatisfied performance obligations when the original expected contract duration is one year or less. In addition, we have not identified material unfulfilled performance obligations for which revenue is not currently deferred.
Variable Consideration
NOTE L – CHANGES IN OTHER COMPREHENSIVE INCOME
The following tables provide the reclassifications out of Other comprehensive income (loss), net of tax attributable to Boston Scientific common stockholders:
| (in millions) | Foreign Currency Translation Adjustment | Net Change in Derivative Financial Instruments | Net Change in Defined Benefit Pensions and Other Items | Total | |||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||||||||
| (Income) loss amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
36
| (in millions) | Foreign Currency Translation Adjustment | Net Change in Derivative Financial Instruments | Net Change in Defined Benefit Pensions and Other Items | Total | |||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | |||||||||||||||||||||||||||||
| (Income) loss amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| (in millions) | Foreign Currency Translation Adjustment | Net Change in Derivative Financial Instruments | Net Change in Defined Benefit Pensions and Other Items | Total | |||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | |||||||||||||||||||||||||
| (Income) loss amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| (in millions) | Foreign Currency Translation Adjustment | Net Change in Derivative Financial Instruments | Net Change in Defined Benefit Pensions and Other Items | Total | |||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | |||||||||||||||||||||||||||||
| (Income) loss amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Refer to Note D – Hedging Activities and Fair Value Measurements for further detail on our net investment hedges recorded in Foreign currency translation adjustment and our cash flow hedges recorded in Net change in derivative financial instruments.
37
NOTE M – NEW ACCOUNTING PRONOUNCEMENTS
Periodically, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, we evaluate the pronouncements to determine the potential effects of adoption on our accompanying unaudited consolidated financial statements. During the first six months of 2025, we implemented the following standard on a prospective basis, which did not have a material impact on our unaudited consolidated financial statements:
ASC Update No. 2023-09
ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances the transparency and decision usefulness of income tax disclosures. Update No. 2023-09 modifies the rules on income tax disclosures to require entities to annually disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). Update No. 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
Standards to be Implemented
In November 2024, the FASB issued ASC Update No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. Update No. 2024-03 aims to improve transparency of expense disclosures to enhance investor understanding of an entity's performance and to assist in comparing an entity's performance over time and with that of other entities. Update No. 2024-03 modifies the disclosures over certain costs and expenses and requires entities to disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion, included in each relevant expense caption, (2) within the same disclosure, certain amounts that are already required to be disclosed under current GAAP, (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and (4) the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Update No. 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date, or retrospectively to any or all prior periods presented in the financial statements. We are currently assessing the impact of Update No. 2024-03 to our consolidated financial statement disclosures.
No other new accounting pronouncements issued or effective in the period had or are expected to have a material impact on our accompanying unaudited consolidated financial statements.
38
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Boston Scientific Corporation is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties. Our mission is to transform lives through innovative medical solutions that improve the health of patients around the world. As a medical technology leader for more than 40 years, we have advanced the practice of less-invasive medicine by helping physicians and other medical professionals diagnose and treat a wide range of diseases and medical conditions and improve patients’ quality of life by providing alternatives to surgery and other medical procedures that are typically traumatic to the body. We advance science for life by providing a broad range of high performance solutions to address unmet patient needs and reduce the cost of healthcare. When used in this report, the terms "we," "us," "our" and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries.
Financial Summary
Three Months Ended June 30, 2025
Our net sales for the second quarter of 2025 were $5.061 billion, compared to $4.120 billion for the second quarter of 2024. This increase of $941 million, or 22.8 percent, included operational1 net sales growth of 21.6 percent and the positive impact of 120 basis points from foreign currency fluctuations. Operational net sales growth included organic2 net sales growth of 17.4 percent and the positive impact of 420 basis points from certain acquisitions during the period for which there are less than a full period of comparable net sales. Those acquisitions included Silk Road Medical, Inc. (Silk Road Medical) and Axonics, Inc. (Axonics), during the third and fourth quarters of 2024, respectively, and Intera Oncology®, Inc. (Intera) during the second quarter of 2025. The increase in our net sales was primarily driven by strong commercial execution across our businesses, particularly in our Electrophysiology business unit, which was led by the rapid adoption of our Farapulse™ Pulsed Field Ablation System which launched in the U.S. in 2024. Refer to Quarterly Results and Business Overview for a discussion of our net sales by business.
Our reported net income attributable to Boston Scientific common stockholders for the second quarter of 2025 was $797 million, or $0.53 per diluted share. Our reported results for the second quarter of 2025 included certain charges and/or credits totaling $330 million (after-tax), or $0.22 per diluted share. Excluding these items, adjusted net income attributable to Boston Scientific common stockholders3 was $1.127 billion, or $0.75 per diluted share.
Our reported net income attributable to Boston Scientific common stockholders for the second quarter of 2024 was $324 million, or $0.22 per diluted share. Our reported results for the second quarter of 2024 included certain charges and/or credits totaling $589 million (after-tax), or $0.40 per diluted share. Excluding these items, adjusted net income attributable to Boston Scientific common stockholders3 was $914 million, or $0.62 per diluted share.
1Operational net sales growth excludes the impact of foreign currency fluctuations.
2Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales.
3Adjusted measures, including operational and organic net sales growth and adjusted net income attributable to Boston Scientific common stockholders, exclude certain items required by generally accepted accounting principles in the United States (GAAP), are not prepared in accordance with GAAP and should not be considered in isolation from, or as a replacement for, the most directly comparable GAAP measure. Refer to Additional Information for a discussion of management’s use of these non-GAAP financial measures.
39
The following is a reconciliation of our results of operations prepared in accordance with GAAP to those adjusted results considered by management. Refer to Quarterly Results and Business Overview and Additional Information for a discussion of these reconciling items:
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | Income (Loss) Before Income Taxes | Income Tax Expense (Benefit) | Net Income (Loss) | Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | Impact per Share | |||||||||||||||||||||||||||||
| Reported | $ | 941 | $ | 146 | $ | 795 | $ | (2) | $ | 797 | $ | 0.53 | |||||||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||||||||||||||
| Amortization expense | 225 | 32 | 193 | 2 | 191 | 0.13 | |||||||||||||||||||||||||||||
| Goodwill and other intangible asset impairment charges | 46 | 8 | 37 | — | 37 | 0.02 | |||||||||||||||||||||||||||||
| Acquisition/divestiture-related net charges (credits) | (92) | 0 | (92) | — | (92) | (0.06) | |||||||||||||||||||||||||||||
| Restructuring and restructuring-related net charges (credits) | 161 | 19 | 142 | — | 142 | 0.10 | |||||||||||||||||||||||||||||
| Investment portfolio net losses (gains) and impairments | (2) | 0 | (2) | — | (2) | (0.00) | |||||||||||||||||||||||||||||
| European Union (EU) Medical device regulation (MDR) implementation costs | 10 | 1 | 9 | — | 9 | 0.01 | |||||||||||||||||||||||||||||
| Deferred tax expenses (benefits) | — | (45) | 45 | — | 45 | 0.03 | |||||||||||||||||||||||||||||
| Discrete tax items | — | (0) | 0 | — | 0 | 0.00 | |||||||||||||||||||||||||||||
| Adjusted | $ | 1,289 | $ | 162 | $ | 1,127 | $ | 0 | $ | 1,127 | $ | 0.75 | |||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| (in millions, except per share data) | Income (Loss) Before Income Taxes | Income Tax Expense (Benefit) | Net Income (Loss) | Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | Impact per Share | |||||||||||||||||
| Reported | $ | 420 | $ | 98 | $ | 322 | $ | (2) | $ | 324 | $ | 0.22 | |||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Amortization expense | 213 | 29 | 184 | 2 | 182 | 0.12 | |||||||||||||||||
| Goodwill and other intangible asset impairment charges | 276 | 33 | 243 | — | 243 | 0.16 | |||||||||||||||||
| Acquisition/divestiture-related net charges (credits) | 49 | 11 | 38 | — | 38 | 0.03 | |||||||||||||||||
| Restructuring and restructuring-related net charges (credits) | 50 | 7 | 44 | — | 44 | 0.03 | |||||||||||||||||
| Investment portfolio net losses (gains) and impairments | 31 | 3 | 29 | — | 29 | 0.02 | |||||||||||||||||
| EU MDR implementation costs | 12 | 2 | 10 | — | 10 | 0.01 | |||||||||||||||||
| Deferred tax expenses (benefits) | — | (44) | 44 | — | 44 | 0.03 | |||||||||||||||||
| Adjusted | $ | 1,051 | $ | 138 | $ | 913 | $ | (0) | $ | 914 | $ | 0.62 | |||||||||||
40
Six Months Ended June 30, 2025
Our net sales for the first six months of 2025 were $9.724 billion, compared to $7.977 billion for the first six months of 2024. This increase of $1.747 billion, or 21.9 percent, included operational1 net sales growth of 21.9 percent and the neutral impact of less than one basis point from foreign currency fluctuations. Operational net sales growth included organic2 net sales growth of 17.8 percent and the positive impact of 410 basis points from certain acquisitions during the period for which there are less than a full period of comparable net sales. Those acquisitions included the endoluminal vacuum therapy portfolio of B. Braun Medical Inc. (Braun), Silk Road Medical and Axonics during the first, third and fourth quarters of 2024, respectively, and Intera during the second quarter of 2025. The increase in our net sales was primarily driven by strong commercial execution across our businesses, particularly in our Electrophysiology business unit, which was led by the rapid adoption of our Farapulse™ Pulsed Field Ablation System which launched in the U.S. in early 2024. Refer to Quarterly Results and Business Overview for a discussion of our net sales by business.
Our reported net income attributable to Boston Scientific common stockholders for the first six months of 2025 was $1.471 billion, or $0.98 per diluted share. Our reported results for the first six months of 2025 included certain charges and/or credits totaling $777 million (after-tax), or $0.52 per diluted share. Excluding these items, adjusted net income attributable to Boston Scientific common stockholders3 for the first six months of 2025 was $2.248 billion, or $1.51 per diluted share.
Our reported net income attributable to Boston Scientific common stockholders for the first six months of 2024 was $819 million, or $0.55 per diluted share. Our reported results for the first six months of 2024 included certain charges and/or credits totaling $926 million (after-tax), or $0.62 per diluted share. Excluding these items, adjusted net income attributable to Boston Scientific common stockholders3 for the first six months of 2024 was $1.745 billion, or $1.18 per diluted share.
1Operational net sales growth excludes the impact of foreign currency fluctuations.
2Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales.
3Adjusted measures, including operational and organic net sales growth and adjusted net income attributable to Boston Scientific common stockholders, exclude certain items required by generally accepted accounting principles in the United States (GAAP), are not prepared in accordance with GAAP and should not be considered in isolation from, or as a replacement for, the most directly comparable GAAP measure. Refer to Additional Information for a discussion of management’s use of these non-GAAP financial measures.
41
The following is a reconciliation of our results of operations prepared in accordance with GAAP to those adjusted results considered by management. Refer to Quarterly Results and Business Overview and Additional Information for a discussion of these reconciling items:
| Six Months Ended June 30, 2025 | ||||||||||||||||||||
| (in millions, except per share data) | Income (Loss) Before Income Taxes | Income Tax Expense (Benefit) | Net Income (Loss) | Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | Impact per Share | ||||||||||||||
| Reported | $ | 1,746 | $ | 279 | $ | 1,467 | $ | (4) | $ | 1,471 | $ | 0.98 | ||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||
| Amortization expense | 444 | 62 | 383 | 4 | 378 | 0.25 | ||||||||||||||
| Goodwill and other intangible asset impairment charges | 46 | 8 | 37 | — | 37 | 0.02 | ||||||||||||||
| Acquisition/divestiture-related net charges (credits) | 57 | (4) | 61 | — | 61 | 0.04 | ||||||||||||||
| Restructuring and restructuring-related net charges (credits) | 210 | 26 | 184 | — | 184 | 0.12 | ||||||||||||||
| Investment portfolio net losses (gains) and impairments | 6 | 2 | 5 | — | 5 | 0.00 | ||||||||||||||
| EU MDR implementation costs | 23 | 3 | 19 | — | 19 | 0.01 | ||||||||||||||
| Deferred tax expenses (benefits) | — | (91) | 91 | — | 91 | 0.06 | ||||||||||||||
| Discrete tax items | — | (0) | 0 | — | 0 | 0.00 | ||||||||||||||
| Adjusted | $ | 2,533 | $ | 284 | $ | 2,249 | $ | 1 | $ | 2,248 | $ | 1.51 | ||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||
| (in millions, except per share data) | Income (Loss) Before Income Taxes | Income Tax Expense (Benefit) | Net Income (Loss) | Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | Impact per Share | ||||||||||||||
| Reported | $ | 1,028 | $ | 213 | $ | 815 | $ | (4) | $ | 819 | $ | 0.55 | ||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||
| Amortization expense | 427 | 58 | 369 | 4 | 364 | 0.25 | ||||||||||||||
| Goodwill and other intangible asset impairment charges | 276 | 33 | 243 | — | 243 | 0.16 | ||||||||||||||
| Acquisition/divestiture-related net charges (credits) | 112 | (2) | 115 | — | 115 | 0.08 | ||||||||||||||
| Restructuring and restructuring-related net charges (credits) | 97 | 13 | 84 | — | 84 | 0.06 | ||||||||||||||
| Investment portfolio net losses (gains) and impairments | 18 | (0) | 18 | — | 18 | 0.01 | ||||||||||||||
| EU MDR implementation costs | 26 | 3 | 22 | — | 22 | 0.01 | ||||||||||||||
| Deferred tax expenses (benefits) | — | (81) | 81 | — | 81 | 0.05 | ||||||||||||||
| Adjusted | $ | 1,983 | $ | 237 | $ | 1,746 | $ | 1 | $ | 1,745 | $ | 1.18 | ||||||||
42
Quarterly Results and Business Overview
The following section describes our net sales and results of operations by reportable segment and business. For additional information on our businesses and product offerings, refer to Item 1. Business of our most recent Annual Report on Form 10-K.
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Increase/(Decrease) | ||||||||||||||||||||||||||||||||||||||
| Endoscopy | $ | 737 | $ | 676 | 9.1% | ||||||||||||||||||||||||||||||||||||
| Urology | 676 | 525 | 28.9% | ||||||||||||||||||||||||||||||||||||||
| Neuromodulation | 303 | 282 | 7.2% | ||||||||||||||||||||||||||||||||||||||
| MedSurg | 1,716 | 1,483 | 15.7% | ||||||||||||||||||||||||||||||||||||||
| Cardiology | 2,647 | 2,047 | 29.3% | ||||||||||||||||||||||||||||||||||||||
| Peripheral Interventions | 698 | 590 | 18.3% | ||||||||||||||||||||||||||||||||||||||
| Cardiovascular | 3,345 | 2,637 | 26.8% | ||||||||||||||||||||||||||||||||||||||
| Net Sales | $ | 5,061 | $ | 4,120 | 22.8% | ||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Increase/(Decrease) | ||||||||||||||||||||||||||||||||||||||
| Endoscopy | $ | 1,410 | $ | 1,318 | 7.0% | ||||||||||||||||||||||||||||||||||||
| Urology | 1,310 | 1,038 | 26.2% | ||||||||||||||||||||||||||||||||||||||
| Neuromodulation | 574 | 539 | 6.5% | ||||||||||||||||||||||||||||||||||||||
| MedSurg | 3,293 | 2,895 | 13.8% | ||||||||||||||||||||||||||||||||||||||
| Cardiology | 5,077 | 3,919 | 29.5% | ||||||||||||||||||||||||||||||||||||||
| Peripheral Interventions | 1,354 | 1,163 | 16.4% | ||||||||||||||||||||||||||||||||||||||
| Cardiovascular | 6,430 | 5,082 | 26.5% | ||||||||||||||||||||||||||||||||||||||
| Net Sales | $ | 9,724 | $ | 7,977 | 21.9% | ||||||||||||||||||||||||||||||||||||
MedSurg
Endoscopy
Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) conditions with innovative, less-invasive technologies. Net sales of Endoscopy products of $737 million during the second quarter and $1.410 billion during the first six months of 2025 represented 15 percent and 14 percent of our consolidated net sales, respectively. Endoscopy net sales increased $61 million, or 9.1 percent, during the second quarter and $92 million, or 7.0 percent, during the first six months of 2025, compared to the prior year periods. During the second quarter of 2025, this increase included operational net sales growth of 7.8 percent and the positive impact of 130 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2025, this increase included operational net sales growth of 6.9 percent and a neutral impact of less than one basis point from foreign currency fluctuations, compared to the prior year period.
Operational net sales growth during the second quarter of 2025 included organic net sales growth of 7.8 percent. Operational net sales growth during the first six months of 2025 included organic net sales growth of 6.7 percent and the positive impact of 20 basis points from our acquisition of the endoluminal vacuum therapy portfolio of Braun during the first quarter of 2024. Organic net sales growth in both periods was primarily driven by our biliary franchise led by our AXIOS™ Stent and Delivery System, and our endoluminal surgery franchise.
43
Urology
Our Urology business develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence. Net sales of Urology products of $676 million during the second quarter and $1.310 billion during the first six months of 2025 represented 13 percent of our consolidated net sales in both periods. Urology net sales increased $152 million, or 28.9 percent, during the second quarter and $272 million, or 26.2 percent, during the first six months of 2025, compared to the prior year periods. During the second quarter of 2025, this increase included operational net sales growth of 28.0 percent and the positive impact of 80 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2025, this increase included operational net sales growth of 26.3 percent and a negative impact of 10 basis points from foreign currency fluctuations, compared to the prior year period.
Operational net sales growth included organic net sales growth of 6.3 percent during the second quarter of 2025 and 5.4 percent during the first six months of 2025, and the positive impact of 2,170 and 2,090 basis points, respectively, from our acquisition of Axonics during the fourth quarter of 2024. Organic net sales growth in both periods was primarily driven by our stone management and prosthetic urology franchises.
Neuromodulation
Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. Net sales of Neuromodulation products of $303 million during the second quarter and $574 million during the first six months of 2025 represented 6 percent of our consolidated net sales in both periods. Neuromodulation net sales increased $20 million, or 7.2 percent, during the second quarter and $35 million, or 6.5 percent, during the first six months of 2025, compared to the prior year periods. During the second quarter of 2025, this increase included operational net sales growth of 6.6 percent and the positive impact of 60 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2025, this increase included operational net sales growth of 6.7 percent and a negative impact of 10 basis points from foreign currency fluctuations, compared to the prior year period.
Operational net sales growth in both periods was primarily driven by our Intracept™ Intraosseous Nerve Ablation System and our deep brain stimulation franchise.
Cardiovascular
Cardiology
Our Cardiology business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart. Net sales of Cardiology products of $2.647 billion during the second quarter and $5.077 billion for the first six months of 2025 represented 52 percent of our consolidated net sales in both periods. Cardiology net sales increase $600 million, or 29.3 percent, during the second quarter and $1.158 billion, or 29.5 percent, during the first six months of 2025, compared to the prior year periods. During the second quarter of 2025, this increase included operational net sales growth of 27.9 percent and the positive impact of 140 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2025, this increase included operational net sales growth of 29.5 percent and a positive impact of 10 basis points from foreign currency fluctuations, compared to the prior year period.
Operational net sales growth in both periods was primarily driven by growth of our Electrophysiology business unit, led by our Farapulse™ Pulsed Field Ablation (PFA) System, continued market penetration of Left Atrial Appendage Closure (LAAC) procedures with our WATCHMAN FLX™ LAAC Device and our WATCHMAN FLX™ Pro LAAC Device, as well as our coronary therapies franchise led by the ongoing U.S. launch of our AGENT™ Drug-Coated Balloon. In the second quarter of 2025, we announced the discontinuation of worldwide sales of the ACURATE Neo2™ and ACURATE Prime™ Aortic Valve Systems and that we would no longer pursue U.S. FDA approval for ACURATE or approval in other geographies. We made the decision based on discussions with regulators which had resulted in increased clinical and regulatory requirements to maintain regulatory approvals in global markets and to obtain approvals in new regions. The additional investments needed to satisfy these requirements were prohibitive and we will instead focus our resources and efforts on the remainder of the portfolio.
44
Peripheral Interventions
Our Peripheral Interventions business develops and manufactures products to diagnose and treat peripheral arterial and venous diseases, as well as products to diagnose, treat and ease various forms of cancer. Net sales of Peripheral Interventions products of $698 million during the second quarter and $1.354 billion during the first six months of 2025 represented 14 percent of our consolidated net sales in both periods. Peripheral Interventions net sales increased $108 million, or 18.3 percent, during the second quarter and $190 million, or 16.4 percent, during the first six months of 2025, compared to the prior year periods. During the second quarter of 2025, this increase included operational net sales growth of 17.1 percent and the positive impact of 110 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2025, this increase included operational net sales growth of 16.5 percent and a negative impact of 10 basis points from foreign currency fluctuations, compared to the prior year period.
Operational net sales growth included organic net sales growth of 7.0 percent during the second quarter of 2025 and 7.2 percent during the first six months of 2025, and the positive impact of 1,020 and 930 basis points, respectively, from our acquisition of Silk Road Medical during the third quarter of 2024 and Intera during the second quarter of 2025. Organic net sales growth in both periods was primarily driven by our interventional oncology franchise led by our Therasphere™ Y-90 Radioactive Glass Microspheres and EMBOLD™ Fibered Coil, as well as our venous portfolio within our vascular franchise led by our Varithena™ Polidocanol Injectable Foam and EKOS™ Ultrasound Assisted Thrombolysis systems.
Emerging Markets
As part of our strategic imperative to drive global expansion, we are seeking to grow net sales and market share by expanding our global presence, including in Emerging Markets. Our Emerging Markets countries include all countries except the United States, Western and Central Europe, Japan, Australia, New Zealand and Canada.
Our Emerging Markets' net sales represented 15 percent of our consolidated net sales during the second quarter and first six months of 2025, respectively, and 16 percent and 17 percent during the second quarter and first six months of 2024, respectively. During the second quarter of 2025, our Emerging Markets net sales grew 11.6 percent on a reported basis, which included operational net sales growth of 12.1 percent and a negative impact of 50 basis points from foreign currency fluctuations, compared to the prior year period. During the first six months of 2025, our Emerging Markets net sales grew 9.1 percent on a reported basis, which included operational net sales growth of 10.9 percent and a negative impact of 190 basis points from foreign currency fluctuations, compared to the prior year period. Operational net sales growth in both periods was primarily driven by growth in China, fueled by the breadth of our portfolio and focus on innovation and strong commercial execution.
Economic Environment
As a global developer, manufacturer and marketer of medical devices, our business is subject to local and international macroeconomic trends as well as geopolitical factors. While global supply chain conditions have continued to improve, we have experienced, and may continue to experience, increases in cost and limited availability of certain raw materials, components, and other inputs necessary to manufacture and distribute our products due to constraints and inflation within the global supply chain, as well as increases in wage costs and the cost and time to distribute our products. Uncertainty around inflationary pressures, interest rates, trade and tariff policies, foreign currency fluctuations and changes in tax laws, as well as actions by governments in response thereto, could create additional economic challenges which could negatively impact our business operations and results. We anticipate incurring incremental costs under the current schedule of reciprocal tariffs on U.S. imports recently announced by the U.S. government, as well as the subsequent increase in tariffs introduced by China on U.S. manufactured products. While some of the announced tariffs have been paused and the U.S. and other governments continue negotiations on such measures, these and any further tariff increases on our products by the U.S., China or any other country or region, as well as sanctions or other measures that restrict international trade could have a material adverse impact on our business operations and results. We continue to monitor the situation while exploring opportunities to mitigate the impacts of such tariffs. There can be no guarantee that we will be able to offset the impact of tariffs, the ultimate impact of which will depend on various factors, including the timing, scope, duration and nature of any tariffs, any other trade restrictions or opportunities to mitigate such impacts. In addition, geopolitical developments and uncertainties, including related to various ongoing global conflicts and tensions, may create economic, supply chain, transportation, energy, and other challenges, including disruptions to business operations, which could negatively impact our business and results of operations.
45
Gross Profit
Our Gross profit was $3.424 billion for the second quarter of 2025, $2.850 billion for the second quarter of 2024, $6.633 billion for the first six months of 2025 and $5.498 billion for the first six months of 2024. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:
| Percentage of Net Sales | |||||||||||
| Three Months | Six Months | ||||||||||
| Gross profit margin - period ended June 30, 2024 | 69.2% | 68.9% | |||||||||
| Sales pricing, volume and mix | 1.6 | 1.8 | |||||||||
| All other, including inventory charges and other period expenses | (3.1) | (2.6) | |||||||||
| Gross profit margin - period ended June 30, 2025 | 67.7% | 68.2% | |||||||||
Gross profit margin decreased in the second quarter and first six months of 2025, as compared to the same periods in the prior year. The primary factors that impacted gross profit margin in the second quarter and first six months of 2025 were inventory charges of approximately $85 million resulting from the global discontinuation of the ACURATE platform and other period expenses, partially offset by increased sales of higher margin products.
Operating Expenses
The following table provides a summary of our key operating expenses:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| (in millions) | $ | % of Net Sales | $ | % of Net Sales | $ | % of Net Sales | $ | % of Net Sales | |||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 1,716 | 33.9 | % | $ | 1,446 | 35.1 | % | $ | 3,312 | 34.1 | % | $ | 2,810 | 35.2 | % | |||||||||||||||||||
| Research and development expenses | 526 | 10.4 | % | 383 | 9.3 | % | 969 | 10.0 | % | 749 | 9.4 | % | |||||||||||||||||||||||
Selling, General and Administrative (SG&A) Expenses
During the second quarter of 2025, SG&A expenses increased $269 million, or 19 percent, compared to the prior year period and were 120 basis points lower as a percentage of net sales. During the first six months of 2025, SG&A expenses increased $502 million, or 18 percent compared to the prior year period and were 120 basis points lower as a percentage of net sales. The increase in SG&A expenses in the second quarter and first six months of 2025 was driven in part by higher selling costs driven by higher global net sales and costs to support product launches, including the Farapulse™ Pulsed Field Ablation System in our Electrophysiology business unit, and was also due to comparatively higher acquisition-related and restructuring-related expenses.
Research and Development (R&D) Expenses
We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the second quarter of 2025, R&D expenses increased $143 million, or 37 percent, compared to the prior year period and 110 basis points higher as a percentage of net sales. During the first six months of 2025, R&D expenses increased $221 million, or 29 percent, compared to the prior year period and 60 basis points higher as a percentage of net sales. R&D expenses increased in both periods as a result of investments across our businesses in order to maintain a pipeline of new products that we believe will contribute to profitable sales growth.
46
Other Operating Expenses
The following provides a summary of certain of our other operating expenses, which are excluded by management for purposes of evaluating operating performance; refer to Additional Information for a further description.
Amortization Expense
During the second quarter of 2025, Amortization expense increased $12 million, or 6 percent, compared to the prior year period. In the first six months of 2025, Amortization expense increased $18 million, or 4 percent, compared to the prior year period.
Intangible Asset Impairment Charges
In 2025, we recorded Intangible asset impairment charges of $46 million in the second quarter and first six months. In 2024, we recorded Intangible asset impairment charges of $276 million in the second quarter and first six months. The impairment charges recorded in 2024 were associated with amortizable intangible assets established in connection with our acquisitions of Cryterion Medical, Inc. (Cryterion) and Devoro Medical, Inc. (Devoro), which were integrated into our Electrophysiology and Peripheral Interventions business units, respectively. Intangible assets acquired from Cryterion were impaired due to strong commercial adoption of our Farapulse™ Pulsed Field Ablation System and the resulting lower revenue projections and cannibalization of our cryoablation business in major markets like the U.S. Intangible assets acquired from Devoro were impaired following management's decision to cancel the related program in the second quarter of 2024.
Refer to Note C – Goodwill and Other Intangible Assets to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q and Critical Accounting Policies and Estimates contained in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our most recent Annual Report on Form 10-K for additional details and a discussion of key assumptions used in our intangible asset impairment testing and future events that could have a negative impact on the recoverability of our intangible assets.
Contingent Consideration Net Expense (Benefit)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net charges (benefit) | $ | (5) | $ | 2 | $ | 0 | $ | 18 | |||||||||||||||
| Payments for prior acquisitions following the achievement of associated milestones | 62 | — | 62 | 133 | |||||||||||||||||||
Refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details related to our contingent consideration arrangements.
Restructuring and Restructuring-related Net Charges (Credits)
On February 22, 2023, our Board of Directors approved, and we committed to, a new global restructuring program (the 2023 Restructuring Plan). The 2023 Restructuring Plan is helping to advance our Global Supply Chain Optimization strategy, which is intended to simplify our manufacturing and distribution network by transferring certain production lines among facilities and drive operational efficiencies and resiliency. Key activities under the 2023 Restructuring Plan also include optimizing certain functional capabilities to achieve cost synergies and better support business growth.
On July 29, 2025, our Board of Directors approved expanding the 2023 Restructuring Plan by up to $250 million in aggregate additional pre-tax charges, to include further related activities under the program to drive operational efficiencies and optimize functional capabilities. We continue to expect the activities associated with our 2023 Restructuring Plan, including the expansion, to be substantially complete by the end of 2025. The following table provides a summary of our range of estimates of total pre-tax charges associated with the 2023 Restructuring Plan, including the expansion, by major type of cost:
47
Type of Cost (in millions) | Total Estimated Amount Expected to be Incurred | ||||||||||
| Restructuring charges: | |||||||||||
Termination benefits(1) | $ | 100 | - | $ | 120 | ||||||
Other(2) | 60 | - | 80 | ||||||||
| Restructuring-related expenses: | |||||||||||
Transfer costs(3) | 320 | - | 350 | ||||||||
Other(4) | 220 | - | 250 | ||||||||
| $ | 700 | - | $ | 800 | |||||||
(1)Plans detailing specific employee impacts will be developed for each affected region and business, working with employee representative bodies where required under local laws.
(2)Consists primarily of consulting fees and costs associated with contractual cancellations.
(3)Represents costs to transfer product and manufacturing lines between geographically dispersed facilities.
(4)Comprised of other costs directly related to the restructuring program, including program management, accelerated depreciation and fixed asset write-offs.
In addition, on May 28, 2025, we announced the discontinuation of worldwide sales of the ACURATE neo2™ and ACURATE Prime™ Aortic Valve Systems and that we would no longer pursue U.S. FDA approval for ACURATE or approval in other geographies. The decision resulted in total pre-tax restructuring and restructuring-related net charges of approximately $110 million in the second quarter of 2025. We estimate the majority of the charges were recorded during the second quarter of 2025, and we expect the remaining activity to be substantially complete by the end of 2025.
Pursuant to the 2023 Restructuring Plan and the ACURATE discontinuation, we recorded the following restructuring and restructuring-related charges:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Restructuring charges(1) | $ | 83 | $ | 1 | $ | 93 | $ | 5 | |||||||||||||||
Restructuring-related net charges (credits)(2) | 78 | 49 | 117 | 92 | |||||||||||||||||||
(1)These charges are recorded in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 420, Exit or Disposal Cost Obligations.
(2)These charges are primarily recorded within Cost of products sold, SG&A Expenses and R&D Expenses.
The following table presents our restructuring reserve balance:
| As of | |||||||||||
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Restructuring reserve balance | $ | 101 | $ | 26 | |||||||
Litigation-related Net Charges (Credits)
We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) within our accompanying unaudited consolidated financial statements. We did not record any litigation-related net charges (credits) during the second quarter and first six months of 2025 or 2024. All other legal and product liability charges, credits and costs are recorded within SG&A expenses.
We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation, and therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with the financial covenant required by our credit arrangements. Refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for discussion of our material legal proceedings.
48
Interest Expense
The following table provides a summary of our Interest expense and average borrowing rate:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Interest expense (in millions) | $ | (90) | $ | (77) | $ | (172) | $ | (146) | |||||||||||||||
| Average borrowing rate | 2.9 | % | 2.8 | % | 2.9 | % | 2.8 | % | |||||||||||||||
Interest expense increased during the second quarter and first six months of 2025 compared to the prior year period primarily due to increased debt from the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds) during the first quarter of 2025. Our average borrowing rate increased during the second quarter and first six months of 2025 compared to the prior year period. Refer to Liquidity and Capital Resources and Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding our debt obligations.
Tax Rate
The following table provides a reconciliation of our reported tax rate to the rate from continuing operations:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reported tax rate | 15.5 | % | 23.4 | % | 16.0 | % | 20.7 | % | |||||||||||||||
Impact of certain receipts/charges(1) | 2.9 | % | (4.6) | % | 2.2 | % | (2.0) | % | |||||||||||||||
| Rate from continuing operations | 18.4 | % | 18.8 | % | 18.2 | % | 18.7 | % | |||||||||||||||
(1)These receipts/charges are taxed at different rates than our rate from continuing operations.
Our reported tax rate is affected by recurring items such as the amount of our earnings subject to differing tax rates in foreign jurisdictions and the impact of certain receipts and charges that are taxed at rates that differ from our rate from continuing operations.
In the second quarter and first six months of 2025, the principal reasons for the difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.
In the second quarter of 2024, the principal reasons for the difference between the rate from continuing operations and our reported tax rate relates to impairment charges. Additionally, there were certain discrete tax benefits primarily related to stock-based compensation as well as charges for unrecognized tax benefits. In the first six months of 2024, the principal reasons for the difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges as well as impairment charges. Additionally, there were certain discrete tax benefits primarily related to stock-based compensation.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. It includes significant changes to corporate income taxes including extending and modifying many provisions of the Tax Cuts and Jobs Act. Provisions of the OBBBA impacting the Company include the immediate expensing of U.S. performed research and development expenditures as well as modifications to the taxation of our international operations. Certain provisions will take effect beginning in 2026, while others apply retroactively to January 1, 2025. We are still assessing the impact of the OBBBA, but we currently expect an immaterial impact to our overall effective tax rate, financial condition, results of operations, and cash flow in 2025.
Effective January 1, 2024, many countries where we do business adopted a global minimum effective tax rate of 15% based on the Pillar Two framework issued by the Organization for Economic Cooperation and Development (OECD). The United States has not enacted the Pillar Two global minimum tax and as of June 28, 2025 the G7 countries announced an agreement to exempt U.S. companies from certain elements of the OECD global minimum tax framework. We expect that this agreement, if ultimately enacted into law in the relevant countries, would be beneficial to the Company. However, Pillar Two remains enacted law and significant uncertainty exists regarding the implementation of this agreement, the interpretation of the existing Pillar Two rules, whether such rules will be implemented consistently across taxing jurisdictions, how such rules interact with
49
existing national tax laws and whether such rules are consistent with existing tax treaty obligations. Developments related to these uncertainties could impact our expectations regarding the impact of the Pillar Two global minimum tax on our tax rate from continuing operations in 2025 and beyond.
Future legislative developments regarding the applicability of the Pillar Two tax on U.S. companies and additional guidance by the U.S. Department of the Treasury regarding OBBBA could impact our expectations and interpretations regarding the impact on our tax rate from continuing operations.
See Note G – Income Taxes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details on our tax rate.
Critical Accounting Policies and Estimates
Our financial results are affected by the selection and application of accounting policies and methods. During the second quarter and first six months of 2025, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.
Liquidity and Capital Resources
Based on our current business plan, we believe our existing balance of Cash and cash equivalents, future cash generated from operations, access to capital markets and existing credit facilities will be sufficient to fund our operations, invest in our infrastructure, pay our legal-related liabilities, pay taxes due, service and repay our existing debt and fund possible acquisitions for the next 12 months and for the foreseeable future.
As of June 30, 2025, we had $534 million of unrestricted Cash and cash equivalents on hand, including approximately $89 million held by Acotec Scientific Holdings Limited, a less than wholly owned entity of which we acquired a majority stake investment during the first quarter of 2023. The balance is comprised of $146 million invested in money market funds and time deposits and $388 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn at market interest rates while mitigating principal risk through instrument and counterparty diversification, as well as what we believe to be prudent instrument selection. We limit our direct exposure to securities in any one industry or issuer.
In 2021, we entered into our $2.750 billion revolving credit facility (as amended, supplemented or otherwise modified from time to time, the 2021 Revolving Credit Facility) with a global syndicate of commercial banks. The 2021 Revolving Credit Facility has a maturity date of May 10, 2029. This facility provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. There was $197 million outstanding under our commercial paper program as of June 30, 2025. There were no amounts outstanding under the 2021 Revolving Credit Facility as of June 30, 2025, resulting in an additional $2.553 billion of available liquidity.
For additional details related to our debt obligations, including our financial covenant requirement, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The following provides a summary and description of our net cash inflows (outflows):
| Six Months Ended June 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Cash provided by (used for) operating activities | $ | 1,827 | $ | 977 | |||||||
| Cash provided by (used for) investing activities | (1,626) | (556) | |||||||||
| Cash provided by (used for) financing activities | (107) | 1,593 | |||||||||
Operating Activities
During the first six months of 2025, cash provided by (used for) operating activities increased $850 million compared to the prior year period primarily due to comparatively higher sales and corresponding operating income, slower inventory buildup, and lower income tax payments.
50
Investing Activities
During the first six months of 2025, cash provided by (used for) investing activities included net cash payments of $1.248 billion for the acquisition of Bolt Medical, Inc., SoniVie Ltd., Cortex, Inc. and Intera, and purchases of property, plant and equipment and internal use software of $344 million. During the first six months of 2024, cash used for investing activities included purchases of property, plant and equipment and internal use software of $334 million as well as payments for investments and acquisitions of certain technologies, net of investment proceeds of $139 million. For more information on our acquisitions, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Financing Activities
During the first six months of 2025, cash provided by (used for) financing activities included the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds). The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s €1.000 billion 0.750% Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short term investments, reduction of short term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our $500 million 1.900% Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes. For more information, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. Cash provided by (used for) financing activities in the first six months of 2024 included a registered public offering of €2.000 billion in aggregate principal amount of euro-denominated senior notes (the 2024 Eurobonds). The 2024 Eurobonds offering resulted in cash proceeds of $2.145 billion, net of investor discounts and issuance costs. We primarily used the net proceeds from the 2024 Eurobonds offering to fund a portion of the purchase price of our acquisition of Axonics and to pay related fees and expenses, and for general corporate purposes. We also used the net proceeds to fund the repayment at maturity of $504 million of our 3.450% Senior Notes due March 2024 and to pay accrued and unpaid interest with respect to such notes.
Financial Covenant
As of June 30, 2025, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility.
| Covenant Requirement as of June 30, 2025 | Actual as of June 30, 2025 | ||||||||||
Maximum permitted leverage ratio(1) | 4.75 times | 2.16 times | |||||||||
(1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement.
The 2021 Revolving Credit Facility includes the financial covenant requirement for all of our credit arrangements that we maintain the maximum permitted leverage ratio of 3.75 times for the remaining term. The credit agreement provides for higher leverage ratios, at our election, for the period following a Qualified Acquisition, as defined by the agreement, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the 2021 Revolving Credit Facility. On November 15, 2024, we announced the closing of our acquisition of Axonics, which we had previously designated as a Qualified Acquisition under the credit agreement, increasing the maximum permitted leverage ratio to 4.75 times as of June 30, 2025. We believe that we have the ability to comply with the financial covenant for the next 12 months.
The financial covenant requirement, as amended on May 10, 2024, provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. The credit agreement amendment reset the starting date for purposes of calculating such permitted exclusions related to restructuring charges and restructuring-related expenses from December 31, 2022 to March 31, 2024. Permitted exclusions include up to $500 million in cash and non-cash restructuring charges and restructuring-related expenses associated with our current or future restructuring plans. As of June 30, 2025, we had $113 million of the restructuring charge exclusion remaining. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA, provided that the sum of any excluded net cash litigation payments does not exceed $1.000 billion plus all accrued legal liabilities as of December 31, 2022. As of June 30, 2025, we had $1.414 billion of the litigation exclusion remaining.
51
Contractual Obligations and Commitments
Certain of our acquisitions involve the payment of contingent consideration. Refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for further details regarding the estimated potential amount of future contingent consideration we could be required to pay associated with our acquisitions. There have been no other material changes to our contractual obligations and commitments as of June 30, 2025.
Equity
We received $147 million during the first six months of 2025 and $106 million during the first six months of 2024 in proceeds from stock issuances related to our stock option and employee stock purchase plans. Proceeds from the exercise of employee stock options and employee stock purchases vary from period to period based upon, among other factors, fluctuations in the trading price of our common stock and in the exercise and stock purchase patterns of our employees.
We did not repurchase any shares of our common stock during the first six months of 2025 or 2024. On December 14, 2020, our Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $1.000 billion of our common stock. As of June 30, 2025, we had the full amount remaining available under the authorization.
Legal Matters
For a discussion of our material legal proceedings refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q and Note I – Commitments and Contingencies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K.
Recent Accounting Pronouncements
Information regarding new accounting pronouncements implemented since December 31, 2024, and relevant accounting pronouncements to be implemented in the future are included in Note M – New Accounting Pronouncements to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Additional Information
Use of Non-GAAP Financial Measures
To supplement our unaudited consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share (EPS) that exclude certain charges (credits); operational net sales, which exclude the impact of foreign currency fluctuations; and organic net sales, which exclude the impact of foreign currency fluctuations as well as the impact of certain acquisitions and divestitures with less than a full period of comparable net sales. These non-GAAP financial measures are not in accordance with U.S. GAAP and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes.
To calculate adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share, we exclude certain charges (credits) from GAAP net income and GAAP net income attributable to Boston Scientific common stockholders, which include amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), investment portfolio net losses (gains) and impairments, restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits), EU MDR implementation costs, debt extinguishment net charges, deferred tax expenses (benefits) and certain discrete tax items. Amounts are presented after-tax using our effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 740-270-30, “General Methodology and Use of Estimated Annual Effective Tax Rate.” In addition to the explanation below, please refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission for an explanation of each of these adjustments and the reasons for excluding each item. The following is an explanation of each incremental or revised adjustment type, since our most recent Annual Report on Form 10-K, that management excluded as part of these non-GAAP financial measures as well as the reason for excluding each item:
52
•Restructuring and restructuring-related net charges (credits) - These adjustments primarily represent severance and other compensation-related charges, fixed asset write-offs, contract cancellations, project management fees, facility shut down costs, costs to transfer manufacturing lines between geographically dispersed facilities and other direct costs associated with our restructuring plans. These restructuring plans each consist of distinct initiatives that are fundamentally different from our ongoing, core cost reduction initiatives in terms of, among other things, the frequency with which each action is performed and the required planning, resourcing, cost and timing. Examples of such initiatives include the movement of business activities, facility consolidations and closures and the transfer of product lines between manufacturing facilities, which, due to the highly regulated nature of our industry, requires a significant investment in time and cost to create duplicate manufacturing lines, run product validations and seek regulatory approvals. Restructuring plans take place over a defined timeframe and have a distinct project timeline that requires, and begins subsequent to, approval by our Board of Directors. In contrast to our ongoing cost reduction initiatives, restructuring plans typically result in duplicative cost and exit costs over the defined timeframe and are not considered part of our core, ongoing operations. In addition, during the second quarter of 2025, we incurred restructuring and restructuring-related net charges associated with management's decision to discontinue worldwide sales of the ACURATE neo2TM and ACURATE PrimeTM Aortic Valve Systems. These restructuring plans and activities are incremental to the core activities that arise in the ordinary course of our business. Restructuring and restructuring-related net charges (credits) are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance.
The GAAP financial measures most directly comparable to adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share are GAAP net income (loss), GAAP net income (loss) attributable to Boston Scientific common stockholders and GAAP net income (loss) per common share – diluted, respectively.
To calculate operational net sales growth rates, which exclude the impact of foreign currency fluctuations, we convert actual net sales from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior periods. To calculate organic net sales growth rates, we also remove the impact of certain acquisitions and divestitures with less than a full period of comparable net sales. The GAAP financial measure most directly comparable to operational net sales and organic net sales is net sales reported on a GAAP basis.
Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP financial measure are included in the relevant sections of this Quarterly Report on Form 10-Q.
Management uses these supplemental non-GAAP financial measures to evaluate performance period over period, to analyze the underlying trends in our business, to assess our performance relative to our competitors and to establish operational goals and forecasts that are used in allocating resources. In addition, management uses these non-GAAP financial measures to further its understanding of the performance of our operating segments. The adjustments excluded from our non-GAAP financial measures are consistent with those excluded from our operating segments’ measures of net sales and profit or loss. These adjustments are excluded from the segment measures reported to our chief operating decision maker that are used to make operating decisions and assess performance.
We believe that presenting adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders, adjusted net income (loss) per share, operational net sales growth rates and organic net sales growth rates, in addition to the corresponding GAAP financial measures, provides investors greater transparency to the information used by management for its operational decision-making and allows investors to see our results “through the eyes” of management. We further believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance.
53
Safe Harbor for Forward-Looking Statements
Certain statements that we may make from time to time, including statements contained in this Quarterly Report on Form 10-Q and information incorporated by reference herein, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend,” “aim,” "goal," "target," "continue," "hope," "may" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements.
The forward-looking statements in this Quarterly Report on Form 10-Q are based on certain risks and uncertainties, including the risk factors described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K and the specific risk factors discussed herein and in connection with forward-looking statements throughout this Quarterly Report on Form 10-Q, which could cause actual results to vary materially from the expectations and projections expressed or implied by our forward-looking statements. These risks and uncertainties, in some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this Quarterly Report on Form 10-Q. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements. Risks and uncertainties that may cause such differences include, among other things: economic conditions, including the impact of foreign currency fluctuations; future U.S. and global political, competitive, reimbursement and regulatory conditions, including changing trade and tariff policies; geopolitical events; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; new product introductions and the market acceptance of those products; market competition for our products; expected pricing environment; expected procedural volumes; the closing and integration of acquisitions; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our restructuring program; the execution and effect of our business strategy, including our cost-savings and growth initiatives; our ability to achieve environmental, social and governance goals and commitments; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, refer to Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q that we will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements, except as required by law. This cautionary statement is applicable to all forward-looking statements contained in this Quarterly Report on Form 10-Q.
The following are some of the important risk factors that could cause our actual results to differ materially from our expectations in any forward-looking statements. For further discussion of these and other risk factors, refer to Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K.
Our Business
•Risks associated with uncertain domestic or international economic conditions, including those related to inflationary pressures, interest rates, monetary and tax policy, changing trade and tariff policies, supply chain disruptions and constraints, currency devaluations or economies entering into periods of recession,
•The impact of disruptions in the supply of the materials and components used in manufacturing our products or the sterilization of our products,
•Labor shortages and the impact of inflation on the cost of raw materials and wage costs,
•Impacts from changing U.S. trade policies and newly introduced tariffs, and any countermeasures or other reactions by other countries thereto,
•The impact of pandemics or other public health crises on worldwide economies, financial markets, manufacturing and distribution systems and business operations,
54
•The impact of natural disasters, climate change or other catastrophic events on our ability to manufacture, distribute and sell our products,
•The impact of competitive offerings, value-based procurement practices, government-imposed payback provisions and changes in reimbursement practices and policies on average selling prices for our products,
•The ongoing impact on our business of physician alignment to hospitals, governmental investigations and audits of hospitals and other market and economic conditions on the overall number of procedures performed,
•The performance of, and physician and patient confidence in, our products and technologies or those of our competitors,
•The impact and outcome of ongoing and future clinical trials and market studies undertaken by us, our competitors or other third parties or perceived product performance of our or our competitors' products,
•Variations in clinical results, reliability or product performance of our and our competitors' products,
•Our ability to acquire or develop, launch and supply new or next-generation products and technologies worldwide and in line with our commercialization strategies in a timely and successful manner and with respect to our recent acquisitions,
•The effect of consolidation and competition in the markets in which we do business or plan to do business,
•Our ability to achieve our projected level or mix of product sales, as some of our products are more profitable than others,
•Our ability to attract and retain talent, including key personnel associated with acquisitions, and to maintain our corporate culture in a hybrid work environment,
•Risks associated with changes made or expected to be made to our organizational and operational structure, pursuant to our restructuring plans as well as any further restructuring or optimization plans we may undertake in the future or any divestitures of assets or businesses, and our ability to recognize benefits and cost reductions from such actions,
•The impact of enhanced requirements to obtain and maintain regulatory approval in the U.S. and around the world, including EU MDR and the associated timing and cost of product approval,
•The impact of increased pressure on the availability and rate of third-party reimbursement for our products and procedures in the U.S. and around the world, including with respect to the timing and costs of creating and expanding markets for new products and technologies,
•The issuance of new or revised accounting standards by the Financial Accounting Standards Board or the Securities and Exchange Commission, and
•The impact of potential goodwill and intangible asset impairment charges on our results of operations.
Regulatory Compliance, Litigation and Data Protection
•The impact of healthcare policy changes and legislative or regulatory efforts in the U.S., the EU and around the world to modify product approval or reimbursement processes, including a trend toward demonstrating clinical outcomes, comparative effectiveness and cost efficiency, as well as the impact of other healthcare reform legislation,
•Risks associated with our regulatory compliance and quality systems and activities in the U.S., the EU and around the world, including meeting regulatory standards applicable to manufacturing and quality processes,
•Our ability to minimize or avoid future field actions or FDA warning letters, or similar actions by regulatory agencies around the world, relating to our products and processes and the ongoing inherent risk of potential physician advisories related to our or our competitors' products,
55
•The impact of increased scrutiny of and heightened global regulatory enforcement facing the medical device industry arising from political and regulatory changes, economic pressures or otherwise, including under U.S. Anti-Kickback Statute, U.S. False Claims Act and similar laws in other jurisdictions, U.S. Foreign Corrupt Practices Act (FCPA) and similar laws in other jurisdictions, and U.S. and foreign export control, trade embargo and customs laws,
•The effect of global legal, regulatory or market responses to climate change and sustainability matters, including increased compliance burdens and costs to meet regulatory obligations,
•Costs and risks associated with current and future asserted litigation,
•The effect of our litigation and risk management practices, including self-insurance and compliance activities on our loss contingencies, legal provisions and cash flows,
•The impact of, diversion of management attention as a result of, and costs to cooperate with, litigate and/or resolve governmental investigations and our class action, product liability, contract and other legal proceedings,
•The possibility of failure to protect our intellectual property rights and the outcome of patent litigation, and
•Our ability to secure our information technology and operational technology systems that support our business operations and protect our data integrity and products from a cyber-attack, other breach or other malicious actors that may have a material adverse effect on our business, reputation or results of operations, including increased risks as an indirect result of the ongoing Russia/Ukraine war and conflicts in the Middle East.
Innovation and Certain Growth Initiatives
•The timing, size and nature of our strategic growth initiatives and market opportunities, including with respect to our internal research and development platforms and externally available research and development platforms and technologies and the ultimate cost and success of those initiatives and opportunities,
•Our ability to complete planned clinical trials successfully, obtain regulatory approvals and launch new and next generation products in a timely manner consistent with cost estimates, including the successful completion of projects from in-process research and development,
•Our ability to identify and prioritize our internal research and development project portfolio and our external investment portfolio on profitable net sales growth opportunities as well as to maintain the estimated timing and costs of such projects and expected revenue levels for the resulting products and technologies,
•Our ability to develop, manufacture and market new products and technologies successfully and in a timely manner and the ability of our competitors and other third parties to develop products or technologies that render our products or technologies noncompetitive or obsolete,
•Our ability to execute appropriate decisions to discontinue, write-down or reduce the funding of any of our research and development projects, including projects from in-process research and development from our acquisitions, in our growth adjacencies or otherwise,
•Our dependence on acquisitions, alliances or investments to introduce new products or technologies and to enter new or adjacent growth markets and our ability to fund them or to fund contingent payments with respect to those acquisitions, alliances and investments, and
•The potential failure to successfully integrate, collaborate or realize the expected benefits, including cost synergies, from strategic acquisitions, alliances and investments we have consummated or may consummate in the future.
International Markets
•Our dependency on international net sales to achieve growth, and our ability to maintain or expand our worldwide market positions in the various markets in which we compete or seek to compete, including through investments in China and other Emerging Markets countries,
56
•The timing and collectability of customer payments, as well as our ability to continue factoring customer receivables where we have factoring arrangements, or to enter new factoring arrangements with favorable terms,
•The impact on pricing due to national and regional tenders, including value-based procurement practices and government-imposed payback provisions,
•Geopolitical and economic conditions, including civil unrest, terrorist activity, governmental changes, restrictions on the ability to transfer capital across borders, and changing tariff and trade policies,
•The impact of the Russia/Ukraine war, conflicts in the Middle East, and tension in the Taiwan strait, and related, downstream effects thereof, including disruptions to operations or the impact of sanctions on U.S. manufacturers doing business in these regions,
•Protection of our intellectual property,
•Our ability to comply with established and developing U.S. and foreign legal and regulatory requirements, including FCPA, EU MDR and similar laws in other jurisdictions,
•Our ability to comply with U.S. and foreign export control, trade embargo and customs laws, and
•The potential effect of foreign currency fluctuations and interest rate fluctuations on our net sales, operating expenses and resulting profit margins.
Liquidity
•Our ability to generate sufficient cash flow to fund operations, capital expenditures, global expansion initiatives, any litigation settlements and judgments, share repurchases and strategic investments and acquisitions as well as maintaining our investment grade ratings and managing our debt levels and financial covenant compliance,
•Our ability to access the public and private capital markets when desired and to issue debt or equity securities on terms reasonably acceptable to us,
•The unfavorable resolution of open tax matters, exposure to additional tax liabilities and the impact of changes in U.S. and international tax laws,
•The unfavorable resolution of open litigation matters, exposure to additional loss contingencies and legal provisions,
•The impact of examinations and assessments by domestic and international taxing authorities on our tax provisions, financial condition or results of operations,
•The possibility of counterparty default on our derivative financial instruments, and
•Our ability to collect outstanding and future receivables and/or sell receivables under our factoring programs.
57
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We develop, manufacture and sell medical devices globally and our earnings and cash flows are exposed to market risk from changes in currency exchange rates and interest rates. We address these risks through a risk management program that includes the use of derivative financial instruments. We operate the program pursuant to documented corporate risk management policies. We do not enter derivative transactions for speculative purposes. Gains and losses on derivative financial instruments substantially offset losses and gains on underlying hedged exposures. Furthermore, we manage our exposure to counterparty risk on derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.
Our currency risk consists primarily of foreign currency denominated firm commitments, forecasted foreign currency denominated intercompany and third-party transactions and net investments in certain subsidiaries. We use both nonderivative (primarily European manufacturing operations) and derivative instruments to manage our earnings and cash flow exposure to changes in currency exchange rates. We had currency derivative instruments outstanding in the contract amount of $10.828 billion as of June 30, 2025 and $7.636 billion as of December 31, 2024. A ten percent appreciation in the U.S. dollar’s value relative to the hedged currencies would increase the derivative instruments’ fair value by $736 million as of June 30, 2025 compared to $322 million as of December 31, 2024. A ten percent depreciation in the U.S. dollar’s value relative to the hedged currencies would decrease the derivative instruments’ fair value by $899 million as of June 30, 2025 compared to $394 million as of December 31, 2024. Any increase or decrease in the fair value of our currency exchange rate sensitive derivative instruments would be substantially offset by a corresponding decrease or increase in the fair value of the hedged underlying asset, liability or forecasted transaction, resulting in minimal impacts on our unaudited consolidated statements of operations.
Our interest rate risk relates primarily to U.S. dollar and euro-denominated borrowings partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates. We had no interest rate derivative instruments outstanding as of June 30, 2025 or December 31, 2024. As of June 30, 2025, $11.319 billion in aggregate principal amount of our outstanding debt obligations was at fixed interest rates, representing approximately 98.0 percent of our total debt, on an amortized cost basis. As of June 30, 2025, our outstanding debt obligations at fixed interest rates were comprised of senior notes.
Refer to Note D – Hedging Activities and Fair Value Measurements to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our derivative financial instruments.
58
ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer (CEO) and our Executive Vice President and Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures are designed to ensure that material information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and ensure that such material information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, our CEO and CFO concluded that, as of June 30, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During 2022, we began a multi-year implementation of a new global enterprise resource planning (ERP) system, which will replace our existing system. The implementation is expected to occur in phases over the next several years. The portion of the transition to the new ERP system which we have completed to date resulted in changes in our internal control over financial reporting. No changes occurred during the first six months of 2025. As future phases are implemented, we expect the changes to have a material impact on our internal controls over financial reporting and we will evaluate whether these process changes necessitate further changes in the design of and testing for effectiveness of internal controls over financial reporting.
59
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
In addition to other information contained elsewhere in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K, which could materially affect our business, financial condition or future results.
ITEM 5. OTHER INFORMATION
(c)
No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025.
ITEM 6. EXHIBITS (* documents filed or furnished with this report; # compensatory plans or arrangements)
| 10.1 | |||||||||||
| 10.2* | |||||||||||
| 10.3* | |||||||||||
| 22* | |||||||||||
| 31.1* | |||||||||||
| 31.2* | |||||||||||
| 32.1* | |||||||||||
| 32.2* | |||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | ||||||||||
60
SIGNATURE
Pursuant to the requirements 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 on August 1, 2025.
BOSTON SCIENTIFIC CORPORATION | |||||||||||
| By: | /s/ Jonathan Monson | ||||||||||
| Name: | Jonathan Monson | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
61
EXHIBIT 10.2
[FORM OF EC NON-CEO CHANGE IN CONTROL AGREEMENT]
[INSERT NAME]
[INSERT ADDRESS]
Re: Change in Control Agreement
Dear [INSERT FIRST NAME]:
Boston Scientific Corporation (the “Company”) considers it essential and in the best interests of its stockholders to foster the continuous employment of key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in control exists, and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company.
In order to induce you to remain in the employ of the Company, the Company agrees that you shall receive the severance benefits set forth in this letter agreement (this “Agreement”) in the event your employment with any member of the Company Group is terminated subsequent to a Change in Control (as defined herein) under the circumstances described below.
1.Term of the Agreement. The Term of this Agreement shall commence on [●], 2025 (the “Effective Date”) and shall continue in effect
through the third anniversary of the Effective Date (the “Initial Term”). The Initial Term shall be automatically renewed for successive one-year terms (each, a “Renewal Term”) unless at least 60 days prior to the expiration of the Initial Term or any Renewal Term, you or the Company notifies the other party in writing that you or the Company is electing to terminate this Agreement at the expiration of the then-current Term. “Term” shall mean the Initial Term and any Renewal Terms. For the avoidance of doubt, Sections 2, 3, 4, 5 and 6 of this Agreement shall only be applicable if a Change in Control occurs during the Term.
2.Termination Following a Change in Control. If a Change in Control occurs at any time during the Term, you will be entitled to the benefits provided in Section 3 and 4 hereof upon the subsequent termination of your employment by any member of the Company Group without Cause (as defined herein) or by you for Good Reason (as defined herein) during the two-year period following such Change in Control (the “Covered Period”). For the avoidance of doubt, the obligations under this Section 2 and Sections 3 and 4 shall continue if your Date of Termination occurs within the Covered Period after a Change in Control so long as the Change in Control occurs during the Term, even if the Term ends prior to any payment date. Any purported termination of your employment by any member of the Company Group or by you shall be communicated by a Notice of Termination to the other party hereto in accordance with Section 8 hereof. For purposes of this Agreement, (i) references to termination of employment mean a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations) from any member of the Company Group, and (ii) a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision or provisions in this Agreement relied upon and shall set forth in general terms the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.
3. Compensation Upon Termination.
(a)Termination Benefits. If your employment by any member of the Company Group is terminated during the Covered Period by any member of the Company Group without Cause or by you for Good Reason (excluding any transfer of service from one member of the Company Group to another member of the Company Group), then you shall be entitled to the following benefits:
(i) Accrued Obligations. The Company shall, or shall cause a member of the Company Group to, pay you in cash (i) the full amount of any earned but unpaid base salary through the Date of Termination at the rate in effect at the time of the Notice of Termination, plus a cash payment for all unused vacation time which you may have accrued as of the Date of Termination, (ii) the amount of any earned but unpaid annual bonus as of the Date of Termination, pursuant to the terms and conditions of the annual bonus plan applicable to you at the time of the Notice of Termination, (iii) reimbursement of any business expenses incurred by you prior to the Date of Terimination and (iv) any vested amounts due to you under any plan, program or policy of the Company Group.
2
(ii) Severance Benefits.
(1) Severance Payments. The Company shall, or shall cause a member of the Company Group to, pay you in a cash lump sum, an amount (the “Severance Payment”) equal to two times the sum of (A) your base salary on the Date of Termination (without giving effect to any salary reductions which satisfy the definition of “Good Reason”) and (B) the greater of (x) the most recent bonus paid to you (which shall be deemed to be the sum of (I) the annual cash bonus amount most recently paid to you and (II) the grant date fair value of any equity awards granted to you in lieu of annual bonus compensation within the immediately preceding year) and (y) your target bonus in effect for the year in which the Change in Control occurred (calculated assuming that all performance targets have been or will be achieved), less applicable taxes and authorized deductions. The Severance Payment shall be in lieu of any other severance payments which you are entitled to receive under any other severance pay plan or arrangement sponsored by any member of the Company Group.
(2) Timing of Payment. Subject to Section 10, the Company shall, or shall cause a member of the Company Group to, pay the amounts due to you under this Section 3(a)(ii)(2) on the 60th day following the Date of Termination, provided that you execute, and do not revoke, a Release Agreement in the form attached as Exhibit A hereto (the “Release”).
(iii) Benefit Continuation. Subject to your compliance with the restrictive covenants described in Section 6 and to the extent permitted under applicable law and Company Group plans, you and your eligible dependents shall continue to be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the medical, dental, health and life benefit plans and arrangements applicable to you immediately prior to your termination of employment on the same terms and conditions in effect for you and your dependents immediately prior to such termination, and the Company shall, or shall cause a member of the Company Group to, bear the cost of any COBRA premiums; provided that you timely elect continued coverage under COBRA, if applicable, and provided further that the provision of such benefits in each calendar year during the Benefit Continuation Period does not affect the provision of such benefits in any other calendar year during the Benefit Continuation Period. If the Company Group is unable to continue to provide you and your eligible dependents coverage under its group health plans, then an amount equal to each remaining Company Group subsidy described in the preceding sentence shall thereafter be paid to you in substantially equal monthly installments over the Benefit Continuation Period (or
3
remaining portion thereof). For purposes of this Section 3(a)(iii), “Benefit Continuation Period” means the period beginning on the Date of Termination and ending on the earlier to occur of (i) the second anniversary of the Date of Termination and (ii) the date that you and your dependents are eligible for coverage under the plans of a subsequent employer which provide substantially equivalent or greater benefits to you and your dependents. The right to participate in the benefit plans under this Section 3(a)(iii) is not subject to liquidation or exchange for any other benefit. To the extent that you are not eligible to receive benefits pursuant to COBRA because you are not a United States person (and, for the avoidance of doubt, not because you failed to timely elect COBRA), the Company shall, or shall cause a member of the Company Group to, provide you with substantially equivalent benefits or an amount equal to the Company Group’s cost of providing such benefits to other similarly situated employees.
(iv) Legal Fees and Expenses. The Company shall, or shall cause a member of the Company Group to, also pay you in cash all legal fees and expenses, if any, incurred by you in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement if such expenses are incurred on or prior to the December 31 of the second calendar year following the calendar year in which the Date of Termination occurs, such payment(s) to be made on or before the December 31 of the third calendar year following the calendar year(s) in which the Date of Termination occurs; provided, however, that the amount of the payments and reimbursements under this Section 3(a)(iv) shall not exceed $100,000; and provided, further, that no such legal fees or expenses shall be reimbursed if it is determined by the applicable arbitral panel or other tribunal that your claim is entirely without merit. Furthermore, nothing shall prohibit the arbitral panel or other tribunal from awarding legal fees in excess of $100,000 if, in the interests of fairness and equity, the arbitral panel or other tribunal deems such award appropriate. The right to receive payments and reimbursements under this Section 3(a)(iv) is not subject to liquidation or exchange for any other benefit.
(b) No Mitigation. You shall not be required to mitigate the amount of any payment or benefit provided for in this Section 3 by seeking or obtaining other employment or otherwise.
4.Equity Incentive Awards.
(a) Options. Subject to your timely execution and non-revocation of the Release and notwithstanding the terms of the Company’s
4
equity incentive plan governing such options, all outstanding options granted to you under the Company’s equity incentive plans shall vest and become exercisable if your employment is terminated without Cause or you resign your employment for Good Reason during the Covered Period; provided, however, that if the surviving or acquiring entity does not provide for the substitution or assumption of the outstanding options, your outstanding options shall immediately become exercisable upon a Change in Control. If no such termination or resignation occurs during the Covered Period and the outstanding options are substituted or assumed, your outstanding options shall continue to vest pursuant to the terms of the Company’s equity incentive plans or applicable award agreement.
(b) Restricted Stock, Restricted Stock Unit Awards and Deferred Stock Unit Awards. Subject to your timely execution and non-revocation of the Release and notwithstanding the terms of the Company’s equity incentive plan governing such restricted stock and deferred stock unit awards, all restricted stock, restricted stock unit awards and deferred stock unit awards granted to you under the Company’s equity incentive plans shall immediately vest and be settled, become payable and/or become free from restriction if your employment is terminated without Cause or you resign your employment for Good Reason during the Covered Period; provided, however, that if the surviving or acquiring entity does not provide for the substitution or assumption of outstanding restricted stock, restricted stock unit awards or deferred stock unit awards, your outstanding restricted stock, restricted stock unit awards and deferred stock unit awards shall immediately vest and be settled, become payable and/or become free from restriction upon a Change in Control. If no such termination or resignation occurs during the Covered Period and the outstanding restricted stock, restricted stock unit awards or deferred stock unit awards are substituted or assumed, your restricted stock, restricted stock unit awards and deferred stock unit awards shall continue to vest in accordance with the terms of the Company’s equity incentive plans or applicable award agreement.
(c)Performance-Based Restricted Stock Unit Awards. Each award of performance restricted stock units shall vest in accordance with the terms of the Company’s equity incentive plan governing such award and the applicable award agreement between you and the Company if your employment is terminated without Cause or you resign your employment for Good Reason during the Covered Period.
5. Successors; Binding Agreement.
(a) Assumption By Successor. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to
5
expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled hereunder if you had terminated your employment for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.
(b) Enforceability By Beneficiaries. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.
6.Nonsolicitation; Confidentiality; Nondisparagement.
(a) Nonsolicitation. For two years following your Date of Termination, you shall not, without the prior written consent of the Company, directly or indirectly, as a sole proprietor, member of a partnership, stockholder or investor, officer or director of a corporation, or as an employee, associate, consultant, independent contractor or agent of any person, partnership, corporation or other business organization or entity other than the Company Group: (i) solicit or endeavor to entice away from the Company Group, any person or entity who is, or, during the then most recent 12-month period, was, employed by, or had served as an agent or key consultant of, the Company Group, or (ii) solicit or endeavor to entice away from the Company Group any person or entity who is, or was within the then most recent 12-month period, a customer or client (or reasonably anticipated (to your general knowledge or the public’s general knowledge) to become a customer or client) of the Company Group.
(b)Confidentiality. Except as otherwise provided in Section 6(d), on and after the date of this Agreement, you shall not, except in the performance of your obligations to any member of the Company Group hereunder or as may otherwise be approved in advance by the Board, directly or indirectly, disclose or use (except for the direct benefit of the Company Group) any confidential information that you may learn or have learned by reason of your association with the Company Group, any customer or client of the Company Group. The term “confidential information” includes all data, analyses,
6
reports, interpretations, forecasts, documents and information in any form concerning or otherwise reflecting information and concerning the Company Group and its affairs, including, without limitation, with respect to clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, but shall exclude any portion of such information that (i) was acquired by you prior to your employment by, or other association with, the Company Group or any affiliated or predecessor entity, (ii) is or becomes generally available to the public or is generally known in the industry or industries in which the Company Group or any customer or client of the Company Group operates, in each case other than as a result of disclosure by you in violation of this Section 6 or (iii) you are required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. As used in this Section 6, an “affiliate” of a person or entity is a person or entity in control of, controlled by, or in common control with, such first person or entity. For the avoidance of doubt, notwithstanding anything contained in this Agreement, you have the right under federal and state law to certain protections for cooperating with or reporting legal violations to various governmental entities.
(c)Nondisparagement. Except as otherwise provided in Section 6(d), to the maximum extent permitted by applicable law, you agree, with respect to the Company Group, that you will not criticize, denigrate, or otherwise disparage the Company Group or any of their products, services, processes, experiments, policies, practices, corporate structure or organization, marketing methods, standards of business conduct, or areas or techniques of research (orally or in writing or in any medium, including via blogging or otherwise via the internet), and you will not do anything that portrays the Company Group in a negative light or that might injure the Company Group’s business, affairs or reputation.
(d)Whistlblower Rights. No provision of this Agreement prohibits you or is intended to prohibit you from filing a charge with, reporting violations to or cooperating or participating in an investigation with, any governmental entity or disclosing this Agreement to any governmental entity in connection therewith, and you may do so without disclosure to the Company Group. Further, you need not inform the Company Group now whether you have already engaged in any of such protected whistleblower activities, nor will the Company Group ask you to represent to us that you have not done so. The Company Group may not retaliate against you for any of these activities, and nothing in this Agreement would require you to waive any monetary award or other payment that you might become entitled to from any governmental entity.
7
You understand that the provisions of this Agreement prohibiting the disclosure of confidential information, including trade secrets, do not apply to any disclosure which qualifies fully under the provisions of the Defend Trade Secrets Act of 2016 which are codified at 18 U.S.C. § 1833(b). Accordingly, you understand that you have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Furthermore, you understand that you have the right to disclose trade secrets in a document filed in a lawsuit for retaliation against such reporting, but only if (i) the filing is made under seal and (ii) the trade secret is not disclosed except pursuant to a court order. For the avoidance of doubt, you acknowledge that nothing in this agreement is intended to conflict with the provisions of 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
7.Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below:
“Accounting Firm” shall mean the then-current independent registered public accounting firm of the Company or, if such firm is unable or unwilling to perform such calculations, such other national registered public accounting firm as shall be designated by agreement between you and any member of the Company Group.
“Cause” shall mean the willful engaging by you in criminal or fraudulent acts or gross misconduct that is demonstrably and materially injurious to the Company or the Company Group, monetarily or otherwise. No act or failure to act on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company or the Company Group. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in the first sentence of this subsection and specifying the particulars thereof in detail.
“Change in Control” shall mean the happening of any of the following:
8
(a) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”); provided, however, that any acquisition by (x) any non-corporate shareholder of the Company who owned 10% or more of the Outstanding Company Common Stock as of the effective date of the initial registration of an offering of stock under the Securities Act of 1933, (y) the Company or any of its affiliates or subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (z) any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Common Stock and Company Voting Securities, as the case may be, shall not constitute a Change in Control of the Company; or
(b) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to such effective date whose election or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or
(c) Consummation of a reorganization, merger, consolidation or similar transaction involving the Company (a “Business Combination”), in each case, with respect to which all or substantially all of the individuals
9
and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such Business Combination do not own beneficially, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Company Voting Securities, as the case may be; or
(d) A complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directions is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Company Common Stock and Company Voting Securities, as the case may be, immediately prior to such sale or disposition.
Notwithstanding the foregoing, with respect to any amounts payable under this Agreement that are subject to Section 409A of the Code where the payment is to be accelerated in connection with the Change in Control, no event(s) set forth above shall constitute a Change in Control for purposes of the Agreement unless such event(s) also constitutes a “change in the ownership”, “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company as defined under Section 409A of the Code.
“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any successor provisions thereto.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.
“Company Group” shall mean the Company and its subsidiaries, affiliates, successors and assigns.
10
“Date of Termination” shall be the date on which you experience a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations) from any member of the Company Group upon the termination of your employment by any member of the Company Group without Cause or by you for Good Reason. Such Date of Termination shall be the date specified in the Notice of Termination (which, in the case of a termination by any member of the Company Group without Cause shall not be less than 30 days, and in the case of a resignation by you for Good Reason shall not be less than 30 nor more than 60 days from the date such Notice of Termination is given); provided, that if within 30 days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected); provided, further, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence.
“Good Reason” shall mean, without your express written consent, any of the following:
(a) The assignment to you of any duties inconsistent with your status as an executive officer of the Company or an adverse alteration in the nature or status of your duties, responsibilities, authorities, reporting relationships or titles from those in effect immediately prior to the Change in Control;
(b) A reduction by any member of the Company Group in your annual base salary as in effect on the date hereof or as the same may be increased from time to time; a failure by any member of the Company Group to increase your salary at a rate commensurate with that of other key executives of any member of the Company Group; a reduction in your annual bonus (expressed as a percentage of base salary) below the target in effect for you immediately prior to the Change in Control; or any adverse change in your long-term incentive opportunities in comparison to those in effect prior to the Change in Control;
(c) The relocation of your principal place of work to any location (other than the Company Group’s main headquarters) that is more than 50 miles from your principal place of work on the date of the Change in Control (except for required travel on the Company Group’s business to an extent substantially consistent with your customary
11
business travel obligations in the ordinary course of business prior to the Change in Control), or in the event you consent to any such relocation, any member of the Company Group’s failure to provide you with all of the benefits of the Company Group’s relocation policy as in operation immediately prior to the Change in Control;
(d) The failure by any member of the Company Group to continue in effect any compensation plan, including, but not limited to, incentive or deferred compensation plans, in which you participate or the failure by any member of the Company Group to continue your participation therein on at least as favorable a basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control;
(e) The failure by the any member of the Company Group to continue to provide you with benefits at least as favorable as those enjoyed by you under any of the Company Group’s retirement, life insurance, medical, health and accident, disability or savings plans in which you were participating at the time of the Change in Control; the taking of any action by any member of the Company Group that would directly or indirectly reduce any of such benefits or deprive you of any perquisite enjoyed by you at the time of the Change in Control including without limitation, the use of a car, secretary, office space, telephones, expense reimbursement and club dues; or the failure by any member of the Company Group to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with any member of the Company Group in accordance with the Company Group’s normal vacation policy in effect at the time of the Change in Control;
(f) The failure of any member of the Company Group to pay you any amounts of salary, bonus, benefits or expense reimbursement then owed to you or the failure of any member of the Company Group to adhere to its payroll and other compensation schedules in place just prior to the Change in Control, including, but not limited to, the failure to pay any installment of deferred compensation under any deferred compensation plan or program of the Company Group, within seven (7) days of the date the compensation is due;
(g) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof or, if the business of the Company for which your services are principally performed is sold at any time after a Change in Control, the purchaser of such business shall fail to agree to provide you with the same or a comparable position, duties,
12
compensation and benefits (as described in subsections (d) and (e) above) as provided to you by any member of the Company immediately prior to the Change in Control; or
(h) Any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 2 (and, if applicable, the requirements set out in the definition of “Cause” above); for purposes of this Agreement, no such purported termination shall be effective.
Your right to terminate your employment for Good Reason will not be affected by your incapacity due to physical or mental illness. Your continued employment will not constitute a waiver of rights with respect to any act or failure to act that constitutes Good Reason.
“Payment” means (i) any amount due or paid to you under this Agreement, (ii) any amount that is due or paid to you under any plan, program or arrangement of the Company Group, and (iii) any amount or benefit that is due or payable to you under this Agreement or under any plan, program or arrangement of the Company Group not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under Section 280G in determining the amount of the “parachute payments” received by you, including, without limitation, any amounts which must be taken into account under the Code and Section 280G as a result of (x) the acceleration of the vesting of options, restricted stock or other equity awards, (y) the acceleration of the time at which any payment or benefit is receivable by you or (z) any contingent severance or other amounts that are payable to you.
“Section 280G” shall mean Section 280G of the Code or any successor provision thereto, and any regulations promogulated thereunder.
“Taxes” shall mean the federal, state and local income taxes to which you are subject at the time of determination, calculated on the basis of the highest marginal rates then in effect, plus any additional payroll or withholding taxes to which you are then subject.
8.Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to, the Chief Executive Officer or the General Counsel, Boston Scientific Corporation, 300 Boston Scientific Way, Marlborough, MA 01752-1234, or to you at the address set forth on the first page of this Agreement or to such other address as either
13
party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
9.Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter hereof. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
10.Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, the payments and benefits provided under this Agreement are intended to comply with or be exempt from Section 409A of the Code, and the provisions of this Agreement shall be interpreted or construed with that intent. The Company may, or may cause a member of the Company Group to, modify the payments and benefits under this Agreement at any time solely as necessary to avoid adverse tax consequences under Section 409A of the Code; provided, however, that this Section 10 shall not create any obligation on the part of the Company to make such modifications or take any other action. If you are a “specified employee” as hereinafter defined at the time of the Date of Termination, any and all amounts payable in connection with your termination of employment (including amounts payable under Section 3) that constitute deferred compensation subject to Section 409A of the Code, as determined by the Executive Compensation and Human Resources Committee (the “Committee”) in its sole discretion, and that would (but for this sentence) be payable within six months following the Date of Termination, shall instead be paid on the date that follows the Date of Termination by six months and one day (the “Specified Employee Payment Date”). The provision of benefits pursuant to Section 3(a)(ii) that constitute deferred compensation under Section 409A of the Code will not be provided in-kind during the first six months following the Date of Termination, but rather will be continued by your payment of any applicable premiums for which you will be reimbursed on the Specified Employee Payment Date. The provision of in-kind benefits will commence on the Specified Employee Payment Date in accordance with Section 3(a)(ii)(2). For purposes of this Agreement, the term “specified employee” means an individual who is determined by the Committee to be a specified employee as defined in Section 409A(a)(2)(B)(i) of
14
the Code. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A of the Code, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of this Agreement.
11.Reduction of Severance Payments if Reduction Would Result in Greater After-Tax Amount. Notwithstanding anything herein to the contrary, in the event that you receive any payments or distributions, whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that constitute “parachute payments” within the meaning of Section 280G, and the net after-tax amount of the parachute payment, including any applicable excise taxes under Section 4999 of the Code, is less than the net after-tax amount if your aggregate payment were three times your “base amount” (as defined in Section 280G(b)(3) of the Code) less $1.00, then the Severance Payments shall be sufficiently reduced to ensure that the aggregate value of the amounts constituting the parachute payment will equal three times your base amount, less $1.00. The determinations to be made with respect to this Section 11 shall be made by an Accounting Firm.
12.12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
13.13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
14. Survival. The respective rights and obligations of you under Section 6 shall survive the Term, any termination of this Agreement and the termination of your employment after a Change in Control to the extent necessary to the intended preservation of such rights and obligations.
15.15. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. You shall be entitled to legal fees and expenses relating to an arbitration in accordance with the terms of Section 3(a)(ii)(2) of this Agreement.
15
16.16. No Contract of Employment. Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of any member of the Company Group or change the at-will nature of your employment.
17.17. Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement.
If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.
Sincerely,
BOSTON SCIENTIFIC CORPORATION
By _______________________
Michael F. Mahoney Date
Chair and CEO
The foregoing is accepted and agreed to.
[Insert Name] Date
16
EXHIBIT A
RELEASE AGREEMENT
I am a party to an agreement with Boston Scientific Corporation (the “Company”), dated [Insert Date] entitled Change in Control Agreement (the “Change in Control Agreement”). I acknowledge that this is the Release Agreement required by the Company pursuant to Sections 3 and 4 of the Change in Control Agreement as a condition of my eligibility for the Severance Payment (as defined in the Change in Control Agreement) (the “Consideration”).
1.Release of Claims. In consideration of and in exchange for the commitment of the Company to provide the Consideration, I, for myself, my heirs, administrators, executors and assigns agree to release and forever discharge the Company and its subsidiaries, affiliated companies, successors and assigns, and the current and former employees, officers, directors, shareholders (but only in their capacity as shareholders of the Company) and agents of each of the foregoing (the “Released Parties”), from any and all claims, agreements, obligations, injuries, damages, causes of action, debts or liabilities (together “Claims”), including, without limitation, Claims under the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and any other federal, state, local or foreign law, that I may have, may have ever had or may possess in the future, whether known or unknown, against any of the Released Parties, arising out of (i) my employent relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that I do not release, discharge, or waive any rights to payments and benefits under the Change in Control Agreement that are contingent upon my execution of this Release Agreement.
2.Consideration of Release Agreement. I understand that I have had the opportunity, in accordance with ADEA, if I so desired, to take up to twenty-one (21) days to consider this Release Agreement. I agree that any modifications, material or otherwise, made to this Release Agreement do not restart or affect in any manner the original twenty-one (21) day consideration period. I further acknowledge that I have been advised to consult with an attorney prior to executing this Release Agreement.
3.Revocation Period. I understand that, in accordance with ADEA, I will have seven (7) days following my signing of this Release Agreement in which to revoke this Release Agreement by a written notice to be received by the
17
Company’s Senior Vice President, Secretary and General Counsel no later than the end of such seven-day period. I understand that this Release Agreement shall not become effective until the revocation period has expired.
4.Receipt of Payment. I acknowledge that I have received payment for all salary, vacation pay and other compensation due to me based on my employment with the Company to and including the most recent regular payroll date of the Company preceding the date of my signing the Release Agreement.
5.No Admission. I understand and agree that this Release Agreement is not to be construed as an admission of liability by the Released Parties.
6.Miscellaneous Provisions. I agree that this Release Agreement shall be subject to Sections 8, 9, 10, 11, 12 and 14 of the Change in Control Agreement.
7.Full Review of Release Agreement. My signature below confirms that I have carefully read and reviewed this Release Agreement. I fully understand all of its terms and conditions and have not relied upon any other representation by the Company or the employees or agents of the Company concerning the terms of this Release Agreement. I execute and deliver this Release Agreement freely and voluntarily.
UNDERSTOOD, ACCEPTED AND AGREED
________________________________
[Insert Name]
[Insert Name]
Date:
18
EXHIBIT 10.3
 | 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
I.Establishment and Purpose of the Plan
Boston Scientific Corporation has established the Boston Scientific Corporation Annual Bonus Plan ("Plan"). As explained in detail below, the Plan basically works as follows. For each Performance Year, there is a Target Bonus Pool, which is the sum of the bonus targets of all employees who are eligible to participate in the Plan for the Performance Year. After the end of the Performance Year, the Committee determines the Applicable Distribution Percentage of the Target Bonus Pool that will be distributed as bonus for the year, based on the Company’s performance as to Global Sales, Adjusted Earnings Per Share, Operating Income (as a percent of sales), and its attainment of quality and Environmental, Social, and Governance (ESG) Scorecard goals. The Applicable Distribution Percentage will be between 0% and 150%.
The Compensation Management System then allocates the Applicable Distribution Percentage among the managers (resulting in a budget for each manager), who evaluate the performance of the participants under their management and determine for each participant, the percentage of the participant’s Target Annual Bonus that will be the participant’s Bonus Award for the Performance Year.
The Plan's purpose is to align the Company's interests and your interests as a Plan participant by providing incentive compensation for the achievement of Company and individual performance objectives.
The capitalized words and terms that are used throughout the Plan are defined in the Glossary in Article IX.
II.Eligibility and Participation
You are eligible to participate in the Plan for a Performance Year if you satisfy all of the following eligibility criteria:
•You are either a Regular Employee or an Eligible International Employee;
•You are not eligible for commissions under any sales compensation plan of the Company (unless the written terms of the plan or program expressly permit participation in both that plan or program and the Plan);
•You are not eligible to participate in any other incentive plan or program of the Company (unless the written terms of that plan or program expressly permit participation in both that plan or program and the Plan); and
•You complete at least two full months of Eligible Service during the Performance Year.
For Exempt Employees and Eligible International Employees, if you are eligible to participate in the Plan for only part of the Performance Year (for example, because you change positions or business units during the Performance Year), then you may participate in the Plan on a prorated basis for the Performance Year, provided that you complete at least two full months of Eligible Service during the Performance Year. If you are eligible for prorated participation, the Bonus Award, if any, otherwise payable to you for the Performance Year will be prorated based on your percentage of time in an eligible position during the Performance Year. This paragraph does not apply to Non-Exempt Employees.
III.Target Annual Bonus
Exempt Employees and Eligible International Employees: For each Performance Year in which you are eligible to participate, you will be assigned a Target Annual Bonus, which will be a
1
| 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
specified percentage of your annual base salary, determined based on your position. The Bonus Award, if any, that you ultimately receive for the Performance Year will be a percentage of your Target Annual Bonus, determined pursuant to Article IV. The Target Bonus Pool for a Performance Year will be the sum of the Target Annual Bonuses of all employees who are eligible to participate in the Plan for the Performance Year. All Bonus Awards will be based on your annual base salary and incentive target as of December 31 of the Performance Year.
Non-exempt employees: For each Performance Year in which you are eligible to participate, you will be assigned a Target Annual Bonus, which will be a specified percentage of your Total Annual Earnings, determined based on your position. The Bonus Award, if any, that you ultimately receive for the Performance Year will be a percentage of your Target Annual Bonus, determined pursuant to Article IV. The Target Bonus Pool for a Performance Year will be the sum of the Target Annual Bonuses of all employees who are eligible to participate in the Plan for the Performance Year. All Bonus Awards will be based on your annual earnings and incentive target as of December 31 of the Performance Year.
IV.Steps For Determining Bonus Awards
Bonus Awards for a Performance Year will be determined pursuant to the following steps:
Step One: Establish performance goals and the Corporate Performance Scale
On or before March 15 of a Performance Year, the Committee will establish performance goals for each of the Plan's Performance Metrics, including quality and ESG Scorecard goals, for the Performance Year. The Performance Metrics are Global Sales, Adjusted Earnings Per Share and Operating Income (as a percent of Sales). The Committee will also approve the Corporate Performance Scale for the Performance Year, which will be set forth in a separate schedule.
Step Two: Measure achievement and determine Total Annual Bonus
After the end of the Performance Year, the Committee will evaluate the Company's financial performance results for the Performance Year and determine the extent to which the performance goals were attained. The Committee will adopt a written resolution as to the extent of the attainment of the performance goals with respect to each of the Performance Metrics. Based on the extent to which the performance and ESG Scorecard goals were attained, the Chief Executive Officer will make a recommendation to the Committee, consistent with the Corporate Performance Scale, as to the Applicable Distribution Percentage (between 0% and 150%). Taking into account the Chief Executive Officer's recommendation and any other factors that the Committee, in its discretion, deems appropriate, the Committee will approve an Applicable Distribution Percentage for the Performance Year, which must be consistent with the Corporate Performance Scale. The Committee retains the right to reduce the Applicable Distribution Percentage for the Performance Year based on the Committee's Quality Assessment.
Step Three: Determine participants' individual Bonus Awards
The Compensation Management System then allocates the Applicable Distribution Percentage among the managers of Plan participants (resulting in a budget for each manager), who evaluate the performance of the participants under their management. Each manager will determine each participant’s performance rating as well as the distribution of performance ratings under their management and within their total organization, based on the guidelines established in the system.
2
| 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
The Dynamic Bonus is a portion of the Aggregate Bonus Pool established to help managers better differentiate rewards for the highest performers—those participants rated “Outstanding”—while recognizing the largest participant population whose performance has been rated “Successful” or “Too New” and appropriately recognizing lower performers rated “Improvement Required” with a lower bonus.
Once all the performance ratings have been submitted, managers will assign each participant under their management an Individual Performance Modifier based on their performance rating.
The sum of Applicable Distribution Percentage (0% - 150%) multiplied by the Individual Performance Modifier (0% - 150%) will not exceed 225% for any individual participant.
Annual Base Salary (as of December 31) | X | Target Annual Bonus | X | Applicable Distribution Percentage (0% - 150%) | X | Individual Performance Modifier (0% - 150%) | = | Annual Bonus Plan Award (0% - 225% of Target Annual Bonus) | ||||||||||||||||||
If participants leave the Company before the Payment Date and, as a result, do not earn their Bonus Awards for the Performance Year, their Bonus Awards will be reallocated by the Chief Executive Officer, in his or her discretion, to other participants who are employed on the Payment Date and will become part of the Bonus Awards paid to those other participants. As provided in Article V, all Bonus Awards for a Performance Year (including those reallocated pursuant to the previous sentence) will be paid to eligible participants no later than March 15 of the following year.
V.Payment Conditions
Payment Date and Form of Payment. Bonus Awards in the United States will be made by March 15 of the year following the Performance Year for which the Bonus Awards are made. Bonus Awards outside the United States will be processed as soon as administratively possible in each region following the end of the Performance Year and after the Committee has adopted its written resolution as to the attainment of performance goals pursuant to Article IV. Your Bonus Award, if any, will be paid in a single lump sum payment.
Required Employment on the Payment Date. Except as otherwise expressly provided in this Article V, to be eligible to receive payment of any Bonus Award, you must be employed by the Company on the Payment Date for that Bonus Award. In other words, except as expressly provided in this Article V, if you cease employment with Boston Scientific Corporation and all of its Affiliates before the Payment Date, you will not be eligible to receive any Bonus Award that would otherwise have been payable to you if you had been a Company employee on that date. Conversely, if you are an employee of the Company on the Payment Date, you will be entitled to your Bonus Award, if any, even if you are not actively performing duties on that date. For example, if you are not required to report to work during a notification period applicable under a Company severance or separation plan, but you are still a Company employee during that period,
3
| 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
and the Payment Date occurs during your notification period, you will remain eligible to receive your Bonus Award.
Exception Under Written Company Plan or Agreement. If you are specifically exempted, under a written Company plan or agreement, from the requirement to be employed on the Payment Date, you may remain eligible for payment of your Bonus Award, depending on the terms of the applicable written plan or agreement. In such cases, the terms of such written plan or agreement will govern in all respects.
Layoff. Also, notwithstanding any other provision of the Plan, if you are a participant and your employment ceases prior to the Payment Date by reason of Layoff, you may be eligible for payment of part or all of your Bonus Award, depending on the terms and conditions of the applicable severance pay plan, if any, for the country in which you are employed at the time of layoff. In the event that there is no country-specific severance plan for the country in which you are employed at the time of your Layoff, applicable law will apply. In the event a previously eligible participant is re-hired within the Performance Year after a layoff and meets the eligibility criteria, if the participant was paid out a pro-rated bonus at the time of severance, then the payout period will not be bridged. If the rehired participant did not receive a pro-rated bonus payout at the time of severance, then the payout period will be bridged, and participant will receive a pro-rated Bonus Award for the Performance Year.
Leaves of Absence. Also, notwithstanding any other provision of the Plan, if you are a participant on a paid leave of absence, you are bonus eligible as long as you meet performance expectations during the Performance Year. Your Bonus Award will be made on the payment date within the applicable country. If you are a participant on an unpaid leave of absence, your Bonus Award, if any, will be pro-rated if the unpaid leave is longer than a continuous six (6) months in duration during the Performance Year. Country specific regulations regarding leaves of absence and bonus eligibility supersede this Plan document.
Retirement. Also notwithstanding any other provision of the Plan, if you are a participant for a Performance Year and your employment ceases due to Retirement prior to the Payment Date for a Bonus Award but after September 30 of the Performance Year to which the Bonus Award pertains, and you had at least nine months of Eligible Service in the Performance Year, you will be entitled to a prorated portion of the Bonus Award, if any, that would otherwise be paid you for the Performance Year. In such a case, proration will be based on the percentage of time in the Performance Year during which you were employed and eligible to participate in the Plan. The prorated Bonus Award, if any, will be paid on the Payment Date. For purposes of this paragraph, your employment ceases due to “Retirement” if, as of the date of your cessation of employment, (1) you had attained age 55, (2) you had accrued at least five years of service with the Company and (3) the sum of your age and years of service as of your date of cessation of employment equals or exceeds 65.
Death. For Exempt Employees and Eligible International Employees, if your employment ceases prior to the Payment Date by reason of your death, but you otherwise met all eligibility criteria specified in Article II, your estate may receive a prorated portion of the Bonus Award, if any, that would have been paid had you lived to the Payment Date. In such a case, proration will be based on the percentage of time in the Performance Year during which you were employed and eligible to participate in the Plan. The prorated Bonus Award, if any, will be paid on the Payment Date.
For Non-Exempt employees, if your employment ceases prior to the Payment Date by reason of your death, but you otherwise met all eligibility criteria specified in Article II, your estate will receive your Bonus Award, if any, that would have been paid had you lived to the Payment Date.
4
| 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
Adjustment for Changes in Standard Hours. Also notwithstanding any other provision of the Plan, if you are an Exempt Employee or Eligible International employee participant and have a change in standard hours (part-time to full-time, full-time to part-time) during a Performance Year, your Bonus Award, if any, for the Performance Year will be calculated as follows: Target Annual Bonus percentage multiplied by the average annualized base salary for each period of employment at a specific salary divided by the percentage of the year during which that salary was earned. For example, if your Target Annual Bonus percentage is 10% and you worked full-time for six (6) months at an annual base salary of 100,000 and moved to a part-time arrangement for the remaining (6) months at an annual base salary of 50,000, your bonus award, if any, would be 7,500. [0.10 x (100,000 x 0.50) = 5,000] and [0.10 x (50,000 x 0.50) = 2,500]. This paragraph does not apply to Non-Exempt Employee participants.
No Guarantee of a Bonus Award. Nothing in this Plan guarantees that any Bonus Award will be made to any individual. Receipt of a Bonus Award in one year does not guarantee eligibility in any future year.
VI.Incentive Compensation Recoupment Policy
General Recoupment Policy. To the extent permitted by governing law, the Board, in its discretion, may seek reimbursement of a Bonus Award paid to you if you are a Current Executive Committee Member or Former Executive Committee Member and, in the judgment of the Board, you, while serving in capacity as a Current Executive Committee Member, commit misconduct or a gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company. Further, in such case:
•if you are a Current Executive Committee Member, the Board may seek reimbursement of all or a portion of the Bonus Award paid to you during the one-year period preceding the date on which such misconduct or dereliction of duty was discovered by the Company, or
•if you are a Former Executive Committee Member, the Board may seek reimbursement of all or a portion of the Bonus Award paid to you during the one-year period preceding the last date on which you were a Current Executive Committee Member.
Recoupment Required by Law. Bonus Awards and any compensation associated therewith are subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee in effect from time to time, which includes but is not limited to the Company’s Dodd-Frank Clawback Policy and any other compensation recovery policy adopted by the Board or the Committee including in response to the requirements of Section 10D of the Securities Exchange Act of 1934, as amended, the U.S. Securities and Exchange Commission’s final rules thereunder, and any applicable listing rules or other rules and regulations implementing the foregoing or as otherwise required by law.
VII.Termination, Suspension or Modification and Interpretation of the Plan
The Board may terminate, suspend or modify (and if suspended, may reinstate with or without modification) all or part of the Plan at any time, with or without notice to participants. The Committee has sole authority over administration and interpretation of the Plan, and the Committee retains its right to exercise discretion as it sees fit.
5
| 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
The Committee reserves the exclusive right to determine eligibility to participate in this Plan and to interpret all applicable terms and conditions, including eligibility criteria, performance objectives and payment conditions, for the Company's executive officers. The Committee delegates to the Company’s highest human resources officer the authority to administer, and determine eligibility to participate in, the Plan and interpret all applicable terms and conditions, for employees who are not executive officers of the Company. The determinations and interpretations of the Committee and its delegates will be conclusive.
All Bonus Awards are paid from the Company's general assets. No trust, account or other separate collection of amounts will be established for the payment of Bonus Awards under the Plan. Bonus Awards are unfunded obligations of the Company, so if and when a Bonus Award becomes due, a participant's rights to payment are no greater than the rights of a general unsecured creditor.
VIII.Other
This document sets forth the terms of the Plan and is not intended to be a contract or employment agreement between you or any other participant and the Company. As applicable, it is understood that both you and the Company have the right to terminate your employment with the Company at any time, with or without cause and with or without notice, in acknowledgement of the fact that your employment relationship with the Company is “at will.”
IX.Glossary
As used in the Plan, the following words and terms, when capitalized, have the following meanings:
Adjusted Earnings Per Share means, with respect to a Performance Year, Adjusted Net Income (loss) divided by weighted average shares outstanding for the Performance Year (determined in accordance with generally accepted accounting principles).
Adjusted Net Income (loss) equals the Company's GAAP Net Income (loss) excluding certain charges (credits) from GAAP net income, including, but not limited to, amortization expense, goodwill and intangible asset impairment charges, acquisition- and divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), litigation-related net charges (credits), certain investment impairment losses (gains), EU Medical Device Regulation implementation charges, pension termination charges, debt extinguishment charges and discrete tax items.
Affiliate means any corporation, trust, partnership, or any other entity that is considered to be a single employer with Boston Scientific Corporation under Code sections 414(b), (c), (m), or (o), such as a wholly-owned (or at least 80%-owned) subsidiary of Boston Scientific Corporation.
Aggregate Bonus Pool means, the Target Bonus Pool multiplied by the Applicable Distribution Percentage and modified by the Dynamic Bonus within the Compensation Management System.
Annual Bonus Plan Award means, with respect to a participant for a Performance Year, the annual incentive bonus, if any, payable to the participant for the Performance Year, subject to the terms and conditions of the Plan.
Applicable Distribution Percentage means, with respect to a Performance Year, a percentage, determined by the Committee in accordance with the Corporate Performance Scale, which is between 0% and no more than 150%.
Board means the Board of Directors of Boston Scientific Corporation.
6
| 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
Chief Executive Officer means the Chief Executive Officer of Boston Scientific Corporation.
Code means the Internal Revenue Code of 1986, as amended, and its interpretive rules and regulations.
Committee means the Executive Compensation and Human Resources Committee of the Board.
Company means Boston Scientific Corporation and its Affiliates.
Compensation Management System means the software tool used by the Company for various compensation management purposes.
Corporate Performance Scale means, with respect to a Performance Year, the schedule used to determine, based on the extent of attainment of the performance goals for the Performance Year, the Applicable Distribution Percentage
Current Executive Committee Member means any individual currently designated as a corporate officer of the Company who is in an organizational job level of E-4 or E-5 (or any equivalent level under any future organizational framework).
Dynamic Bonus means the portion of the Aggregate Bonus Pool that is modified when participants' Individual Performance Modifiers are input into the Compensation Management System. The Dynamic Bonus for a Performance Year shall not exceed 10% of the Target Bonus Pool for the Performance Year.
Eligible International Employee means an international, international operations, or expatriate employee of the Company working in a position designated by the Company as eligible to participate in the Plan.
Eligible Service means periods in which you are considered, under the rules and procedures of the Company, to be in active service as a Regular Employee or Eligible International Employee (including, but not limited to, time away from work for approved vacation, recognized holidays, and FMLA leave).
Environmental, Social and Governance (ESG) Scorecard means, with respect to a Performance Year, Engagement goals and performance against annual environmental goals that are aligned with the Company’s environmental strategic plan goals.
Executive Committee Member means any Current Executive Committee Member or Former Executive Committee Member.
Exempt Employee means an employee of the Company who is on the Company's United States payroll and (1) classified by the Company as a regular full-time or regular part-time Employee; (2) performs a job that the Company has determined to be exempt from the minimum wage and overtime requirements of the Fair Labor Standards Act of 1938, as amended (FLSA); and (3) is not any of the following:
•classified by the Company as an intern, summer student, co-op employee, or similar short-term employee; or
•classified by the Company as a consultant, temporary or defined-term employee (such as temporary fellowship program employees), or similar category of limited-term employment, regardless of their work schedule or number of hours worked.
7
| 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
Former Executive Committee Member means any individual previously (but not currently) designated as a corporate officer of the Company who was in an organizational job level of E-4 or E-5 (or any equivalent level under any future organizational framework).
Global Sales for purposes of the Annual Bonus Plan measures sales using constant currency rates and excludes acquisitions and divestitures not included in the annual operating plan.
Individual Performance Modifier means, with respect to a Performance Year, the percentage assigned by a participant’s manager based on such participant’s performance rating for the Performance Year.
Layoff means a layoff or similar involuntary termination from employment that renders you eligible for severance pay under a Company severance plan or applicable law.
Non-Exempt Employee means an employee of the Company who is on the Company's United States payroll and (1) classified by the Company as a regular full-time or regular part-time Employee; and (2) performs a job that the Company has determined to be non-exempt from the minimum wage and overtime requirements of the Fair Labor Standards Act of 1938, as amended (FLSA).
Operating Income (as a percent of Sales) means the company’s revenue less cost of goods sold less operating expenses, adjusted for certain items consistent with those used to determine the company’s adjusted earnings per share. These adjustment items include amortization expense, goodwill and other intangible asset impairments, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net credits, certain litigation-related net charges (credits), and EU MDR implementation costs.
Payment Date means, with respect to a Performance Year, the date on which Bonus Awards for the Performance Year are paid to participants, which will be no later than March 15 of the following year.
Performance Metrics means Global Sales, Adjusted Earnings Per Share, and Operating Income (as a percent of Sales).
Performance Year for all metrics except environmental metrics, means the 12-month period beginning on January 1 and ending on the following December 31. For the environmental metrics, the 12-month period beginning October 1 2024 and ending on the following September 30, 2025.
Plan means the Boston Scientific Annual Bonus Plan, which is set forth in this document, as it may be amended from time to time.
Quality Assessment means the process undertaken by the Committee following the end of each Performance Year, to evaluate the Company's progress made toward achievement of its quality objectives and the performance of the Company-wide quality system.
Regular Employee means an employee of the Company who is on the Company's United States payroll and is considered an Exempt Employee or Non-Exempt Employee.
Retirement has the meaning given in Section V in the paragraph entitled “Retirement.”
Target Annual Bonus has the meaning given to that term in Article III.
Target Bonus Pool means, with respect to a Performance Year, the sum of the Target Annual Bonuses of all employees who are eligible to participate in the Plan for the Performance Year.
8
| 2025 Boston Scientific Annual Bonus Plan Performance Period January 1 - December 31 Version: April 2025 | ||||
Total Annual Earnings means, for a Non-Exempt Employee, total annual earnings including regular pay, shift differentials, overtime, vacation, holiday pay, sick hour earnings, and pay during maternity, bonding, sabbatical and disability leave.
9
EXHIBIT 22
Subsidiary Issuer of Guaranteed Securities
Boston Scientific (the “Registrant”) is the guarantor of the senior unsecured registered notes listed below issued by American Medical Systems Europe B.V., a wholly-owned finance subsidiary of the Registrant.
American Medical Systems Europe B.V.:
1.375% Senior Notes due 2028
3.375% Senior Notes due 2029
1.625% Senior Notes due 2031
3.000% Senior Notes due 2031
3.500% Senior Notes due 2032
1.875% Senior Notes due 2034
3.250% Senior Notes due 2034
EXHIBIT 31.1
CERTIFICATIONS
I, Michael F. Mahoney, certify that:
| 1 | I have reviewed this Quarterly Report on Form 10-Q of Boston Scientific Corporation; | |||||||
| 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; | |||||||
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4 | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |||||||
| 5 | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |||||||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |||||||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |||||||
| Date: | August 1, 2025 | /s/ Michael F. Mahoney | ||||||||||||
| Michael F. Mahoney | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
EXHIBIT 31.2
CERTIFICATIONS
I, Jonathan Monson, certify that:
| 1 | I have reviewed this Quarterly Report on Form 10-Q of Boston Scientific Corporation; | |||||||
| 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; | |||||||
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4 | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |||||||
| 5 | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |||||||
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |||||||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |||||||
| Date: | August 1, 2025 | /s/ Jonathan Monson | ||||||||||||
| Jonathan Monson | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Boston Scientific Corporation (the “Company”) for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on his knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boston Scientific Corporation. | |||||||
This certification shall not be deemed "filed" for any purpose, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 regardless of any general incorporation language in such filing.
| By: | /s/ Michael F. Mahoney | |||||||
| Michael F. Mahoney | ||||||||
| President and Chief Executive Officer | ||||||||
| August 1, 2025 | ||||||||
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Boston Scientific Corporation (the “Company”) for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on his knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boston Scientific Corporation. | |||||||
This certification shall not be deemed "filed" for any purpose, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 regardless of any general incorporation language in such filing.
| By: | /s/ Jonathan Monson | |||||||
| Jonathan Monson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| August 1, 2025 | ||||||||