8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________________________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 

_____________________________________________________________________

Date of Report (Date of earliest event reported): February 2, 2022

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11083	04-2695240
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

    300 Boston Scientific Way, Marlborough, Massachusetts                    01752-1234

        (Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code:   508 683-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BSX	New York Stock Exchange
0.625% Senior Notes due 2027	BSX27	New York Stock Exchange
5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share	BSX PR A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.   ☐

ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 2, 2022, Boston Scientific Corporation issued a press release announcing financial results for the fourth quarter and full year ended December 31, 2021. A copy of the release is furnished with this report as Exhibit 99.1.

The information contained in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

Exhibit No.        Description

99.1            Press Release issued by Boston Scientific Corporation dated February 2, 2022

104            Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL

            document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	February 2, 2022	BOSTON SCIENTIFIC CORPORATION
		By:	/s/ Vance R. Brown
			Vance R. Brown
			Senior Vice President, General Counsel & Corporate Secretary

EX-99.1

FOR IMMEDIATE RELEASE

BOSTON SCIENTIFIC ANNOUNCES RESULTS FOR

FOURTH QUARTER AND FULL YEAR 2021

Marlborough, Mass. (February 2, 2022) -- Boston Scientific Corporation (NYSE: BSX) generated net sales of $3.127 billion during the fourth quarter of 2021, growing 15.4 percent on a reported basis, 16.9 percent on an operational1 basis and 15.1 percent on an organic2 basis, all compared to the prior year period. The company reported GAAP net income available to common stockholders of $80 million or $0.06 per share (EPS), compared to $196 million or $0.14 per share a year ago and achieved adjusted EPS of $0.45 for the period, compared to $0.23 a year ago.

For the full year 2021, the company generated net sales of $11.888 billion, growing 19.9 percent on a reported basis, 18.7 percent on an operational basis and 18.9 percent on an organic basis, all compared to the prior year period. The company reported GAAP net income (loss) available to common stockholders of $985 million or $0.69 per share, compared to $(115) million or $(0.08) per share a year ago, and delivered full year adjusted EPS of $1.63, compared to $0.96 a year ago.

“I'm very pleased with our strong fourth quarter and full year results, thanks to our team's commitment and resilience in a challenging environment," said Mike Mahoney, chairman and chief executive officer, Boston Scientific. "I'm excited about the capabilities we've built, and I remain confident in our ability to execute in 2022 and against our long-range plans as we continue delivering meaningful innovations for patients around the world."

Fourth quarter financial results and recent developments:

•Reported net sales of $3.127 billion, representing an increase of 15.4 percent on a reported basis, compared to the company's guidance range of 13 to 17 percent; 16.9 percent on an operational basis; and 15.1 percent on an organic basis, compared to the company's guidance range of 12 to 16 percent, all compared to the prior year period.

•Reported GAAP net income available to common stockholders of $0.06 per share, compared to the company's guidance range of $0.21 to $0.23 per share, and achieved adjusted EPS of $0.45 per share, compared to the guidance range of $0.43 to $0.45 per share.

•Achieved net sales growth in each reportable segment4, compared to the prior year period:

◦MedSurg: 12.1 percent reported, 13.3 percent operational and 9.4 percent organic

◦Rhythm and Neuro: 11.8 percent reported, 13.2 percent operational and 6.1 percent organic

◦Cardiovascular: 25.3 percent reported, 27.0 percent operational and organic

•Achieved the following regional5 net sales growth, compared to the prior year period:

◦U.S.: 19.7 percent reported and operational

◦EMEA (Europe, Middle East and Africa): 12.3 percent reported and 16.0 percent operational

◦APAC (Asia-Pacific): 14.3 percent reported and 17.4 percent operational

◦Emerging Markets3: 30.2 percent reported and 31.6 percent operational

•Initiated the MODULAR ATP clinical trial to evaluate the safety, performance and effectiveness of the mCRM™ Modular Therapy System. The mCRM System consists of two cardiac rhythm management devices intended to work together to coordinate therapy: the EMBLEM™ MRI Subcutaneous Implantable Defibrillator System and the EMPOWER™ Modular Pacing System, designed to be the first leadless pacemaker capable of delivering both bradycardia pacing support and antitachycardia pacing (ATP).

•Presented positive late-breaking clinical trial data on the COMBO randomized control trial at the 2022 North American Neuromodulation Society (NANS) meeting demonstrating the durable effectiveness of the WaveWriter™ Spinal Cord Stimulator (SCS) System, capable of delivering combination therapy for the treatment of chronic pain, designed to offer more opportunities to customize SCS therapy and optimize outcomes.

•Completed acquisition of Devoro Medical Inc., developer of the WOLF Thrombectomy® Platform, an innovative non-console and lytic-free technology which rapidly captures and removes blood clots, complementing the company’s full suite of interventional strategies for thromboemboli.

•Commenced limited market release of the AXIOS™ Stent in China. The device gives physicians the ability to endoscopically manage two serious complications from pancreatitis: symptomatic pseudocysts and walled-off pancreatic necrosis.

•Secured from the U.S. Centers for Medicare and Medicaid Services (CMS) a higher-paying Ambulatory Payment Classification for Rezūm™ Water Vapor Therapy, resulting in a national Medicare average payment increase of ~75 percent when performed as a hospital outpatient procedure or in an ambulatory surgical center for the treatment of benign prostatic hyperplasia (enlarged prostate). Data have confirmed the therapy as an effective, long-term solution for the condition, which affects about half of all men by age 60.

•The Barcelona Clinic Liver Cancer (BCLC) prognosis and treatment strategy guidelines for hepatocellular carcinoma (HCC) were updated to include transarterial radioembolization (Y-90), which encompasses TheraSphere™ Y-90 Glass Microspheres, for very early stage (0) and early stage (A) patients. The recommendations--which are commonly cited to guide clinical-decision making--were updated based on the results of the LEGACY study, which also led to FDA approval of TheraSphere for treatment of HCC.

•Received multiple recognitions for corporate social responsibility and employee engagement, including number one health care equipment and services company in the JUST 100 rankings of America’s largest public companies by JUST Capital and CNBC; inclusion among Glassdoor’s Best Places to Work in 2022; and the Catalyst award for the company’s Creating Equal Opportunities for Growth initiative, a global effort to accelerate career advancement and address barriers faced by women and multicultural talent.

1. Operational net sales growth excludes the impact of foreign currency fluctuations.

2. Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to acquisitions and divestitures for which there are less than a full period of comparable net sales.

3. We define Emerging Markets as the 20 countries that we believe have strong growth potential based on their economic conditions, healthcare sectors and our global capabilities. Periodically, we assess our list of Emerging Markets countries, and effective January 1, 2021, modified our list to include the following countries: Brazil, Chile, China, Colombia, Czech Republic, India, Indonesia, Malaysia, Mexico, Philippines, Poland, Russia, Saudi Arabia, Slovakia, South Africa, South Korea, Taiwan, Thailand, Turkey and Vietnam. We have revised

prior period amounts to conform to the current year's presentation which had an immaterial impact on previously reported Emerging Markets net sales.

4. We have three historical reportable segments comprised of Medical Surgical (MedSurg), Rhythm and Neuro, and Cardiovascular, which

represent an aggregation of our operating segments that generate revenues from the sale of medical devices (Medical Devices).

5. On March 1, 2021, we completed the sale of the Specialty Pharmaceuticals business. Our consolidated net sales include Specialty Pharmaceuticals up to the date of the closing of the transaction. Specialty Pharmaceuticals net sales were substantially U.S. based and presented as a stand-alone operating segment alongside our Medical Device reportable segments.

Q4 Net Sales by Business and Region:

						Change
		Three Months Ended December 31,				Reported Basis		Less: Impact of Foreign Currency Fluctuations		Operational Basis		Less: Impact of Recent Acquisitions / Divestitures		Organic Basis
(in millions)		2021		2020
	Endoscopy	$	558	$	515	8.3	%	(1.5)	%	9.8	%	—	%	9.8	%
	Urology and Pelvic Health	441		376		17.2	%	(0.8)	%	18.0	%	9.2	%	8.7	%
	MedSurg	999		892		12.1	%	(1.2)	%	13.3	%	3.9	%	9.4	%
	Cardiac Rhythm Management	514		451		14.0	%	(1.5)	%	15.5	%	11.0	%	4.5	%
	Electrophysiology	100		85		18.1	%	(2.8)	%	20.9	%	5.3	%	15.6	%
	Neuromodulation	244		232		5.2	%	(0.6)	%	5.8	%	—	%	5.8	%
	Rhythm and Neuro	858		767		11.8	%	(1.4)	%	13.2	%	7.0	%	6.1	%
	Interventional Cardiology	808		585		38.2	%	(1.9)	%	40.1	%	—	%	40.1	%
	Peripheral Interventions	462		429		7.6	%	(1.4)	%	9.0	%	—	%	9.0	%
	Cardiovascular	1,270		1,014		25.3	%	(1.7)	%	27.0	%	—	%	27.0	%
	Medical Devices4	3,127		2,673		17.0	%	(1.4)	%	18.4	%	3.3	%	15.1	%
	Specialty Pharmaceuticals5	—		36		(100.0)	%	—	%	(100.0)	%	(100.0)	%	—	%
Net Sales		$	3,127	$	2,708	15.4	%	(1.4)	%	16.9	%	1.8	%	15.1	%

						Change
		Three Months Ended December 31,				Reported Basis		Less: Impact of Foreign Currency Fluctuations		Operational  Basis
(in millions)		2021		2020
	U.S.	$	1,798	$	1,502	19.7	%	—	%	19.7	%
	EMEA	662		590		12.3	%	(3.7)	%	16.0	%
	APAC	559		489		14.3	%	(3.1)	%	17.4	%
	Latin America and Canada	107		91		17.9	%	(0.9)	%	18.8	%
	Medical Devices4	3,127		2,673		17.0	%	(1.4)	%	18.4	%
	Specialty Pharmaceuticals5	—		36		(100.0)	%	—	%	(100.0)	%
	Net Sales	$	3,127	$	2,708	15.4	%	(1.4)	%	16.9	%
	Emerging Markets3	$	398	$	306	30.2	%	(1.4)	%	31.6	%
	Amounts may not add due to rounding. Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.
	Net sales growth rates that exclude the impact of foreign currency fluctuations and/or the impact of acquisitions / divestitures are not prepared in accordance with U.S. GAAP.

Full Year Net Sales by Business and Region:

						Change
		Year Ended December 31,				Reported Basis		Less: Impact of Foreign Currency Fluctuations		Operational Basis		Less: Impact of Recent Acquisitions / Divestitures		Organic Basis
(in millions)		2021		2020
	Endoscopy	$	2,141	$	1,780	20.3	%	1.3	%	18.9	%	—	%	18.9	%
	Urology and Pelvic Health	1,583		1,286		23.1	%	1.0	%	22.1	%	2.8	%	19.2	%
	MedSurg	3,724		3,066		21.4	%	1.2	%	20.2	%	1.2	%	19.0	%
	Cardiac Rhythm Management	2,019		1,704		18.5	%	1.4	%	17.1	%	9.5	%	7.7	%
	Electrophysiology	365		287		27.4	%	1.6	%	25.8	%	2.3	%	23.5	%
	Neuromodulation	909		761		19.5	%	0.9	%	18.6	%	—	%	18.6	%
	Rhythm and Neuro	3,293		2,752		19.7	%	1.3	%	18.4	%	6.1	%	12.3	%
	Interventional Cardiology	3,038		2,299		32.2	%	1.5	%	30.7	%	—	%	30.7	%
	Peripheral Interventions	1,820		1,577		15.4	%	1.2	%	14.2	%	—	%	14.2	%
	Cardiovascular	4,858		3,876		25.3	%	1.4	%	23.9	%	—	%	23.9	%
	Medical Devices4	11,875		9,694		22.5	%	1.3	%	21.2	%	2.1	%	19.1	%
	Specialty Pharmaceuticals5	13		219		(93.9)	%	0.1	%	(94.0)	%	(49.6)	%	(44.4)	%
Net Sales		$	11,888	$	9,913	19.9	%	1.3	%	18.7	%	(0.3)	%	18.9	%

						Change
		Year Ended December 31,				Reported Basis		Less: Impact of Foreign Currency Fluctuations		Operational  Basis
(in millions)		2021		2020
	U.S.	$	6,901	$	5,508	25.3	%	—	%	25.3	%
	EMEA	2,518		2,097		20.0	%	3.7	%	16.4	%
	APAC	2,070		1,781		16.2	%	2.3	%	13.9	%
	Latin America and Canada	386		307		25.6	%	2.3	%	23.3	%
	Medical Devices4	11,875		9,694		22.5	%	1.3	%	21.2	%
	Specialty Pharmaceuticals5	13		219		(93.9)	%	0.1	%	(94.0)	%
	Net Sales	$	11,888	$	9,913	19.9	%	1.3	%	18.7	%
	Emerging Markets3	$	1,429	$	1,138	25.5	%	3.2	%	22.3	%
	Amounts may not add due to rounding. Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.
	Net sales growth rates that exclude the impact of foreign currency fluctuations and/or the impact of acquisitions / divestitures are not prepared in accordance with U.S. GAAP.

Guidance for Full Year and Q1 2022

The company estimates net sales growth for the full year 2022, versus the prior year period, to be in a range of approximately 6 to 8 percent on both a reported basis and organic basis. Full year organic net sales guidance excludes the impact of foreign currency fluctuations and net sales attributable to acquisitions and divestitures for which there are less than a full period of comparable net sales. The company estimates EPS on a GAAP basis in a range of $0.94 to $1.04 and adjusted EPS, excluding certain charges (credits) of $1.73 to $1.79.

The company estimates net sales growth for the first quarter of 2022, versus the prior year period, to be in a range of approximately 5 to 8 percent on both a reported and organic basis. First quarter organic guidance excludes the impact of foreign currency fluctuations and net sales attributable to acquisitions and divestitures for which there are less than a full period of comparable net sales. The company estimates EPS on a GAAP basis in a range of $0.16 to $0.20 and adjusted EPS, excluding certain charges (credits) of $0.38 to $0.40.

Conference Call Information

Boston Scientific management will be discussing these results with analysts on a conference call today at 8:00 a.m. ET. The company will webcast the call to interested parties through its website: www.bostonscientific.com. Please see the website for details on how to access the webcast. The webcast will be available for approximately one year on the Boston Scientific website.

About Boston Scientific

Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world.  As a global medical technology leader for more than 40 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare. For more information, visit www.bostonscientific.com and connect on Twitter and Facebook.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains 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," 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. These forward-looking statements include, among other things, statements regarding our expected net sales; reported, operational and organic revenue growth rates; reported and adjusted EPS for the first quarter and full year 2022; our financial performance; our business plans and product performance; and the impact of the COVID-19 pandemic on the company's results of operations. 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. These factors, in some cases, have affected and in the future (together with other factors) 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 press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Factors that may cause such differences include, among other things: future economic, political, competitive, reimbursement and regulatory conditions; new product introductions; demographic trends; intellectual property; litigation; financial market conditions; and future business decisions made by us and our competitors. 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, see 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 Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements 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. This cautionary statement is applicable to all forward-looking statements contained in this press release.

Note: Amounts reported in millions within this press release are computed based on the amounts in thousands. As a result, the sum of the components reported in millions 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 numbers in dollars.

Use of Non-GAAP Financial Information

A reconciliation of the company's non-GAAP financial measures to the corresponding GAAP measures, and an explanation of the company's use of these non-GAAP financial measures, is included in the exhibits attached to this press release.

CONTACT:
Media:	Kate Haranis	Investors:	Lauren Tengler
	508-683-6585 (office)		508-683-4479 (office)
	Media Relations		Investor Relations
	Boston Scientific Corporation		Boston Scientific Corporation
	kate.haranis@bsci.com		BSXInvestorRelations@bsci.com

BOSTON SCIENTIFIC CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended December 31,				Year Ended December 31,
in millions, except per share data	2021		2020		2021		2020
Net sales	$	3,127	$	2,708	$	11,888	$	9,913
Cost of products sold	971		1,000		3,711		3,465
Gross profit	2,155		1,708		8,177		6,448
Operating expenses:
Selling, general and administrative expenses	1,153		1,027		4,359		3,787
Research and development expenses	320		286		1,204		1,143
Royalty expense	11		14		49		45
Amortization expense	192		194		741		789
Goodwill impairment charges	—		73		—		73
Intangible asset impairment charges	197		8		370		460
Contingent consideration expense (benefit)	(18)		2		(136)		(100)
Restructuring charges (credits)	23		36		40		52
Litigation-related charges (credits)	128		18		430		278
Gains on disposal of businesses and assets	(30)		—		(78)		—
	1,975		1,658		6,978		6,528
Operating income (loss)	180		50		1,199		(80)
Other income (expense):
Interest expense	(87)		(96)		(341)		(361)
Other, net	26		352		218		362
Income (loss) before income taxes	120		306		1,076		(79)
Income tax expense (benefit)	26		96		36		2
Net income (loss)	$	94	$	210	$	1,041	$	(82)
Preferred stock dividends	(14)		(14)		(55)		(33)
Net income (loss) available to common stockholders	$	80	$	196	$	985	$	(115)
Net income (loss) per common share - basic	$	0.06	$	0.14	$	0.69	$	(0.08)
Net income (loss) per common share - assuming dilution	$	0.06	$	0.14	$	0.69	$	(0.08)
Weighted-average shares outstanding
Basic	1,425.2		1,427.7		1,422.3		1,416.7
Assuming dilution	1,436.2		1,440.6		1,433.8		1,416.7

BOSTON SCIENTIFIC CORPORATION

NON-GAAP NET INCOME AND NET INCOME PER SHARE RECONCILIATIONS

(Unaudited)

	Three Months Ended December 31, 2021
in millions, except per share data	Gross Profit		Operating Expenses		Operating Income (Loss)		Other Income (Expense)		Income (Loss) Before Income Taxes		Net Income (Loss)		Preferred Stock Dividends		Net Income (Loss) Available to Common Stockholders		Impact per Share(1)
Reported	$	2,155	$	1,975	$	180	$	(60)	$	120	$	94	$	(14)	$	80	$	0.06
Non-GAAP adjustments:
Amortization expense	—		(192)		192		—		192		180		—		180		0.13
Goodwill and other intangible asset impairment charges	—		(197)		197		—		197		171		—		171		0.12
Acquisition / divestitures-related net charges (credits)	32		(19)		50		(57)		(7)		(4)		—		(4)		(0.00)
Restructuring and restructuring-related net charges (credits)	20		(39)		58		—		58		51		—		51		0.04
Litigation-related net charges (credits)	—		(128)		128		—		128		98		—		98		0.07
Investment impairment net charges (credits)	—		—		—		2		2		2		—		2		0.00
EU MDR implementation costs	9		(5)		14		—		14		13		—		13		0.01
Deferred tax expenses (benefits)	—		—		—		—		—		46		—		46		0.03
Discrete tax items	—		—		—		—		—		16		—		16		0.01
Adjusted	$	2,216	$	1,396	$	819	$	(115)	$	704	$	667	$	(14)	$	653	$	0.45
(1) For the three months ended December 31, 2021, the effect of assuming the conversion of Mandatory Convertible Preferred Stock (MCPS) into shares of common stock was anti-dilutive, and therefore excluded from the calculation of EPS. Accordingly, GAAP net income and adjusted net income were reduced by cumulative Preferred stock dividends, as presented in our unaudited consolidated statements of operations, for purposes of calculating net income available to common stockholders.
	Three Months Ended December 31, 2020
in millions, except per share data	Gross Profit		Operating Expenses		Operating Income (Loss)		Other Income (Expense)		Income (Loss) Before Income Taxes		Net Income (Loss)		Preferred Stock Dividends		Net Income (Loss) Available to Common Stockholders		Impact per Share(1)
Reported	$	1,708	$	1,658	$	50	$	256	$	306	$	210	$	(14)	$	196	$	0.14
Non-GAAP adjustments:
Amortization expense	—		(194)		194		—		194		169		—		169		0.12
Intangible asset impairment charges	—		(81)		81		—		81		81		—		81		0.06
Acquisition / divestiture-related net charges (credits)	25		(24)		48		—		48		16		—		16		0.01
Restructuring and restructuring-related net charges (credits)	17		(77)		94		—		94		80		—		80		0.06
Litigation-related net charges (credits)	—		(18)		18		—		18		6		—		6		0.00
Investment impairment net charges (credits)	—		—		—		(363)		(363)		(280)		—		(280)		(0.19)
EU MDR implementation costs	7		(2)		9		—		9		8		—		8		0.01
Deferred tax expenses (benefits)	—		—		—		—		—		14		—		14		0.01
Discrete tax items	—		—		—		—		—		48		—		48		0.03
Adjusted	$	1,757	$	1,261	$	495	$	(108)	$	388	$	351	$	(14)	$	337	$	0.23
(1) For the three months ended December 31, 2020 the effect of assuming the conversion of Mandatory Convertible Preferred Stock (MCPS) into shares of common stock was anti-dilutive, and therefore excluded from the calculation of EPS. Accordingly, GAAP net income and adjusted net income were reduced by cumulative Preferred stock dividends, as presented in our unaudited consolidated statements of operations, for purposes of calculating net income available to common stockholders.
An explanation of the company's use of these non-GAAP financial measures is provided at the end of this document.

BOSTON SCIENTIFIC CORPORATION

NON-GAAP NET INCOME AND NET INCOME PER SHARE RECONCILIATIONS

(Unaudited)

	Year Ended December 31, 2021
in millions, except per share data	Gross Profit		Operating Expenses		Operating Income (Loss)		Other Income (Expense)		Income (Loss) Before Income Taxes		Net Income (Loss)		Preferred Stock Dividends		Net Income (Loss) Available to Common Stockholders		Impact per Share(1)
Reported	$	8,177	$	6,978	$	1,199	$	(123)	$	1,076	$	1,041	$	(55)	$	985	$	0.69
Non-GAAP adjustments:
Amortization expense	—		(741)		741		—		741		676		—		676		0.47
Goodwill and other intangible asset impairment charges	—		(370)		370		—		370		318		—		318		0.22
Acquisition / divestitures-related net charges (credits)	65		34		31		(482)		(450)		(453)		—		(453)		(0.32)
Restructuring and restructuring-related net charges (credits)	79		(112)		191		—		191		169		—		169		0.12
Litigation-related net charges (credits)	—		(430)		430		—		430		331		—		331		0.23
Investment impairment net charges (credits)	—		—		—		181		181		137		—		137		0.10
EU MDR implementation costs	32		(17)		49		—		49		45		—		45		0.03
Deferred tax expenses (benefits)	—		—		—		—		—		132		—		132		0.09
Discrete tax items	—		—		—		—		—		(5)		—		(5)		(0.00)
Adjusted	$	8,353	$	5,343	$	3,010	$	(423)	$	2,587	$	2,391	$	(55)	$	2,336	$	1.63
(1) For the year ended December 31, 2021, the effect of assuming the conversion of Mandatory Convertible Preferred Stock (MCPS) into shares of common stock was anti-dilutive, and therefore excluded from the calculation of EPS. Accordingly, GAAP net income and adjusted net income were reduced by cumulative Preferred stock dividends, as presented in our unaudited consolidated statements of operations, for purposes of calculating net income available to common stockholders.
	Year Ended December 31, 2020
in millions, except per share data	Gross Profit		Operating Expenses		Operating Income (Loss)		Other Income (Expense)		Income (Loss) Before Income Taxes		Net Income (Loss)		Preferred Stock Dividends		Net Income (Loss) Available to Common Stockholders		Impact per Share(1)
Reported	$	6,448	$	6,528	$	(80)	$	1	$	(79)	$	(82)	$	(33)	$	(115)	$	(0.08)
Non-GAAP adjustments:
Amortization expense	—		(789)		789		—		789		701		—		701		0.49
Intangible asset impairment charges	—		(533)		533		—		533		465		—		465		0.32
Acquisition / divestiture-related net charges (credits)	122		(75)		198		(1)		196		115		—		115		0.08
Restructuring and restructuring-related net charges (credits)	64		(107)		171		—		171		146		—		146		0.10
Litigation-related net charges (credits)	—		(278)		278		—		278		261		—		261		0.18
Investment impairment net charges (credits)	—		—		—		(429)		(429)		(331)		—		(331)		(0.23)
EU MDR implementation costs	21		(7)		29		—		29		25		—		25		0.02
Deferred tax expenses (benefits)	—		—		—		—		—		41		—		41		0.03
Discrete tax items	—		—		—		—		—		69		—		69		0.05
Adjusted	$	6,655	$	4,738	$	1,917	$	(429)	$	1,488	$	1,411	$	(33)	$	1,378	$	0.96
(1) For the year ended December 31, 2020, the effect of assuming the conversion of Mandatory Convertible Preferred Stock (MCPS) into shares of common stock was anti-dilutive, and therefore excluded from the calculation of EPS. Accordingly, GAAP net loss and adjusted net income were reduced by cumulative Preferred stock dividends, as presented in our unaudited consolidated statements of operations, for purposes of calculating EPS. We have assumed dilution of 13.8 million common stock equivalents related to employee stock options for all or a portion of the non-GAAP adjustments, which were anti-dilutive for GAAP purposes due to our net loss position.
An explanation of the company's use of these non-GAAP financial measures is provided at the end of this document.

BOSTON SCIENTIFIC CORPORATION

Q1 and FY 2022 GUIDANCE RECONCILIATIONS

(Unaudited)

Net Sales

	Q1 2022 Estimate				Full Year 2022 Estimate
	(Low)		(High)		(Low)		(High)
Reported growth	5	%	8	%	6	%	8	%
Less: Impact of foreign currency fluctuations	(2)	%	(2)	%	(1)	%	(1)	%
Operational growth	7	%	10	%	7	%	9	%
Less: Impact of certain acquisitions / divestitures	2	%	2	%	1	%	1	%
Organic growth	5	%	8	%	6	%	8	%

Earnings per Share

	Q1 2022 Estimate				Full Year 2022 Estimate
	(Low)		(High)		(Low)		(High)
GAAP results	$	0.16	$	0.20	$	0.94	$	1.04
Amortization expense	0.11		0.11		0.45		0.45
Acquisition / divestiture-related net charges (credits)	0.04		0.03		0.10		0.08
Restructuring and restructuring-related net charges (credits)	0.03		0.02		0.08		0.07
Other adjustments	0.04		0.04		0.15		0.14
Adjusted results	$	0.38	$	0.40	$	1.73	$	1.79

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) available to common stockholders and adjusted net income (loss) per share (EPS) that exclude certain amounts; 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 generally accepted accounting principles in the United States 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) available to common stockholders and adjusted net income (loss) per share we exclude certain charges (credits) from GAAP net income (loss) and GAAP net income (loss) available to common stockholders. Amounts are presented after-tax at the company's effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) section 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate." 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 filed on Form 10-K filed with the Securities and Exchange Commission or any Quarterly Report on Form 10-Q that we file thereafter for an explanation of each of these adjustments and the reasons for excluding each item.

The GAAP financial measures most directly comparable to adjusted net income (loss), adjusted net income (loss) available to common stockholders and adjusted net income (loss) per share are GAAP net income (loss), GAAP net income (loss) available to common stockholders and GAAP net income (loss) per common share - assuming dilution, 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 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 on a GAAP basis.

Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP financial measure are included in the accompanying schedules.

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) available to 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.

XML

Cover Document	Feb. 02, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 02, 2022
Entity Registrant Name	BOSTON SCIENTIFIC CORPORATION
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-11083
Entity Tax Identification Number	04-2695240
Entity Address, Address Line One	300 Boston Scientific Way
Entity Address, City or Town	Marlborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01752-1234
City Area Code	508
Local Phone Number	683-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000885725
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	BSX
Security Exchange Name	NYSE
Senior Note due 2027 [Member]
Entity Information [Line Items]
Title of 12(b) Security	0.625% Senior Notes due 2027
Trading Symbol	BSX27
Security Exchange Name	NYSE
5.50% MCPS, Series A [Member]
Entity Information [Line Items]
Title of 12(b) Security	5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share
Trading Symbol	BSX PR A
Security Exchange Name	NYSE