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 6, 2010

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

DELAWARE	1-11083	04-2695240
(State or other	(Commission	(IRS employer
jurisdiction of	file number)	identification no.)
incorporation)

One Boston Scientific Place, Natick, Massachusetts	01760-1537
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:   (508) 650-8000

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))

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 10, 2010, Boston Scientific Corporation (the “Company”) issued a press release announcing financial results for the fourth quarter and full year ended December 31, 2009, as well as guidance for net sales and earnings per share for the first quarter and full year 2010.  A copy of the release is furnished with this report as Exhibit 99.1.

The information in this Current Report on Form 8-K and the Exhibit attached hereto 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 2.05.  COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

On February 6, 2010, the Board of Directors of Boston Scientific Corporation (the “Company”) approved, and the Company committed to, a series of management changes and restructuring initiatives (the “2010 Plan”), designed to strengthen the Company and position it for long-term success.  The Company estimates that the Plan will reduce annual pre-tax operating expenses by approximately $200 million to $250 million once completed in 2011. Key activities under the plan include the integration of the Company’s Cardiovascular and Cardiac Rhythm Management (CRM) businesses; the centralization of the Company’s R&D organization; and the restructuring of certain other businesses, regions, corporate functions and product franchises in order to drive innovation, accelerate profitable growth and increase both accountability and shareholder value. The Company anticipates the elimination of 1,000 to 1,300 positions as a result of the execution of the 2010 Plan. Activities under the 2010 Plan will be initiated in the first quarter of 2010 and are expected to be substantially completed by the end of 2011.

The Company estimates that the 2010 Plan will result in total pre-tax charges of approximately $180 million to $200 million, of which the Company estimates approximately $140 million to $160 million will be recorded in 2010, and that approximately $170 million to $190 million of total charges will result in future cash outlays. The following table provides a summary of the Company’s estimates of costs associated with the 2010 Plan by major type of cost:

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Type of Cost	Total Expected Amounts
Restructuring charges:
Termination benefits	$115 million to $125 million
Asset write-offs	$5 million
Other (1)	$35 million to $40 million
Restructuring-related expenses:
Other (2)	$25 million to $30 million
	$180 million to $200 million

(1) Includes primarily consulting fees and costs associated with contractual cancellations

(2) Includes accelerated depreciation and other costs necessary to implement the 2010 Plan

The Company estimates that during the first quarter of 2010, it will record approximately $85 million to $95 million of restructuring charges associated with the 2010 Plan. The Company will record the remaining expenses throughout 2010 and 2011. The restructuring charges will be recorded pursuant to Financial Accounting Standards Board Accounting Standards Codification™ Topic 420, Exit or Disposal Cost Obligations; Topic 712, Compensation – Nonretirement Postemployment Benefits; and Topic 360, Property, Plant and Equipment, as applicable.

This filing contains forward-looking statements within the meaning of 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 restructuring plans, management changes and operational and growth strategies.  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. 

A copy of the press release is attached as Exhibit 99.2.

ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 6, 2010, our Board of Directors approved certain management changes as part of the restructuring initiatives designed to provide the Company with the organizational structure and leadership needed to execute our strategic plan.  Certain of our Named Executive Officers are affected as follows:

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Effective March 1, 2010, Sam Leno will be promoted to Executive Vice President and Chief Operations Officer, Jeffrey Capello will be promoted to Executive Vice President and Chief Financial Officer and, effective February 10, 2010, Fred Colen was promoted to Executive Vice President and Chief Technology Officer.  As a result of eliminating our International Headquarters, David McFaul’s position as Senior Vice President, International will be eliminated.

Also on February 6, 2010, the Executive Compensation and Human Resources Committee of our Board of Directors approved compensation adjustments for the following Named Executive Officers.  

In connection with his promotion, the Committee increased Mr. Leno’s annual base salary to $645,000 and authorized an annual equity award in the amount of $2,000,000, consisting of 25% performance share units, 25% deferred stock units and 50% non-qualified stock options.  He was also awarded 50,000 deferred stock units, valued at approximately $450,000, in connection with his assumption of increased responsibilities.  All equity awards will be issued at the close of business on the first day of the next open window under our Stock Trading Policy.

In connection with his promotion, the Committee increased Mr. Capello’s annual base salary to $600,000 per year, his incentive opportunity under our 2010 Performance Incentive Plan to 70% of his base salary and authorized an annual equity award in the amount of $750,000, consisting of 25% performance share units, 25% deferred stock units and 50% non-qualified stock options, as well as an equity grant of $2,250,000 in connection with his assumption of increased responsibilities, consisting of 25% deferred stock units and 75% non-qualified stock options.  All equity awards will be issued at the close of business on the first day of the next open window under our Stock Trading Policy.

In connection with his promotion, the Committee increased Mr. Colen’s annual base salary to $600,000 and authorized an equity award in the amount of $2,000,000, consisting of 25% performance share units, 25% deferred stock units and 50% non-qualified stock options, representing an annual equity grant to Mr. Colen and an award in connection with his assumption of increased responsibilities.  All equity awards will be issued at the close of business on the first day of the next open window under our Stock Trading Policy.

Mr. McFaul stepped down from our Executive Committee on February 10, 2010 but will remain with the Company until March 30, 2010 in order to assist with international restructuring efforts.  As part of his separation, Mr. McFaul will receive severance pay equal to twelve months of his base salary of $405,000 pursuant to our existing Severance Pay and Layoff Notification Plan, and health and welfare benefits for the severance pay period.  In addition, Mr. McFaul will receive a lump sum payment equal to his annual base salary of $405,000 on or about March 30, 2010 and an amount equal to a pro-rated executive allowance under our Executive Allowance Plan, or $6,250.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit  No. Description

99.1  Press Release issued by Boston Scientific Corporation dated February 10, 2010.

99.2 Press Release issued by Boston Scientific Corporation dated February 10, 2010.

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SIGNATURE

Pursuant to the requirements of the Securities and 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.

	BOSTON SCIENTIFIC CORPORATION
Date:   February 10, 2010	By:	/s/ Lawrence J. Knopf
		Lawrence J. Knopf
		Senior Vice President and Deputy General Counsel

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INDEX TO EXHIBITS

Exhibit  No. Description

99.1  Press Release issued by Boston Scientific Corporation dated February 10, 2010

99.2 Press Release issued by Boston Scientific Corporation dated February 10, 2010

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EX-99.1

EXHIBIT 99.1

BOSTON SCIENTIFIC ANNOUNCES RESULTS FOR

FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2009

Natick, MA (February 10, 2010) -- Boston Scientific Corporation (NYSE: BSX) today announced financial results for the fourth quarter and full year ended December 31, 2009, as well as guidance for net sales and earnings per share (EPS) for the first quarter and full year 2010. 

Fourth quarter highlights (sales growth rates are at constant currency):

·   Recorded net sales of $2.079 billion, at the mid-point of the Company’s guidance range, and achieved adjusted EPS of $0.20, at the high end of the Company’s guidance range, reporting a GAAP loss of $0.71 per share

·   Maintained leadership position in the worldwide drug-eluting stent (DES) market with a 39 percent share, including a 46 percent share in the U.S. and a 44 percent share in Japan

·   Increased worldwide Endoscopy sales 10 percent for the quarter, and reached the $1 billion milestone in 2009 worldwide sales

·   Increased worldwide Urology/Gynecology sales eight percent, including 23 percent growth in our Women’s Health business

·   Increased worldwide Neuromodulation sales 18 percent

·   Generated 44 percent of sales from new products

·   Received CE Mark approval and launched the internally developed and manufactured PROMUS® Element™ Everolimus-Eluting Coronary Stent System in Europe

·   Launched the COGNIS® cardiac resynchronization therapy defibrillator (CRT-D) and TELIGEN® implantable cardiac defibrillator (ICD) systems in Japan

·   Issued $2.0 billion of senior notes and prepaid remaining term loan debt maturities

·   Received ratings upgrade to investment grade (BBB-) from Standard & Poor’s

·   Resolved longstanding litigation with settlement of $1.725 billion

“We delivered a quarter in line with expectations, coming in at the middle of our sales range and the high end of our adjusted earnings range,” said Ray Elliott, President and Chief Executive Officer of Boston Scientific.  “Endoscopy, Urology/Gynecology and Neuromodulation posted excellent growth, and we maintained our clear leadership in the global drug-eluting stent market.  In Japan, we have launched COGNIS, TELIGEN and our PROMUS® Everolimus-Eluting Coronary Stent System, three important new products in this key market.  COGNIS and TELIGEN, the smallest and thinnest high-energy devices, are now available worldwide.”

“The litigation settlement announced last week with Johnson & Johnson is part of our ongoing effort across the Company to reduce risk,” said Elliott.  “We have the financial strength and flexibility to meet this obligation with no appreciable impact on our debt covenants and still retain significant liquidity."

Fourth Quarter 2009

Net sales for the fourth quarter of 2009 were $2.079 billion, as compared to net sales of $2.002 billion for the fourth quarter of 2008. Excluding the impact of foreign currency and net sales from divested businesses, net sales were flat with the prior period.

Worldwide Cardiac Rhythm Management (CRM) group net sales for the fourth quarter – on a reported basis – were as follows:

(in millions)	U.S.				International				Worldwide
		Q4 2009		Q4 2008		Q4 2009		Q4 2008		Q4 2009		Q4 2008
ICD systems	$	307	$	299	$	142	$	128	$	449	$	427
Pacemaker systems		82		84		76		60		158		144
		389		383		218		188		607		571
Electrophysiology		29		29		9		8		38		37
Total CRM group	$	418	$	412	$	227	$	196	$	645	$	608

Worldwide coronary stent system net sales for the fourth quarter – on a reported basis – were as follows:

(in millions)	U.S.				International				Worldwide
	Q4 2009		Q4 2008		Q4 2009		Q4 2008		Q4 2009		Q4 2008
Drug-eluting	$	205	$	231	$	206	$	198	$	411	$	429
Bare-metal		12		18		30		29		42		47
Total coronary stent systems	$	217	$	249	$	236	$	227	$	453	$	476

Reported net loss for the fourth quarter of 2009 was $1.075 billion, or $0.71 per share. Reported results included intangible asset impairment charges; acquisition-, divestiture-, litigation- and restructuring-related net charges; discrete tax items; and amortization expense (after-tax) of $1.379 billion, or $0.91 per share, which consisted of:

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·   $2 million, on both a pre-tax and after-tax basis, of intangible asset impairment charges;

·   $3 million ($4 million pre-tax), of purchased research and development charges associated with the acquisition of certain technology rights;

·   $5 million, on both a pre-tax and after-tax basis, of credits associated with certain prior-period divestitures;

·   $28 million ($36 million pre-tax), of restructuring and restructuring-related costs associated with the Company’s Plant Network Optimization program and 2007 Restructuring plan;

·   $1.273 billion ($1.499 billion pre-tax), of litigation-related charges associated with the settlement of patent disputes with Johnson & Johnson;

·   $31 million of income for discrete tax items related to certain tax positions taken in a prior period; and

·   $109 million ($129 million pre-tax), of amortization expense.

Adjusted net income for the fourth quarter of 2009, excluding these net charges, was $304 million, or $0.20 per share.

Reported net loss for the fourth quarter of 2008 was $2.394 billion, or $1.59 per share, which included a $2.613 billion, or $1.74 per share, goodwill write-down. Reported results also included intangible asset impairment charges; acquisition-, divestiture-, restructuring- and litigation-related net charges; discrete tax benefits, and amortization expense (after-tax) of $83 million, or $0.05 per share. Adjusted net income for the fourth quarter of 2008, excluding these net charges, was $302 million, or $0.20 per share.

Full Year 2009

Net sales for the full year 2009 were $8.188 billion, as compared to net sales of $8.050 billion for the full year 2008, which included sales from divested businesses of $69 million. Excluding the impact of foreign currency and net sales from divested businesses, net sales increased four percent over the prior period.

Worldwide CRM group sales for the full year – on a reported basis – were as follows:

(in millions)	U.S.				International				Worldwide
	2009		2008		2009		2008		2009		2008
ICD systems	$	1,248	$	1,140	$	544	$	541	$	1,792	$	1,681
Pacemaker systems		346		340		275		265		621		605
		1,594		1,480		819		806		2,413		2,286
Electrophysiology		116		116		33		37		149		153
Total CRM group	$	1,710	$	1,596	$	852	$	843	$	2,562	$	2,439

Worldwide coronary stent system sales for the full year – on a reported basis – were as follows:

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(in millions)	U.S.				International				Worldwide
	2009		2008		2009		2008		2009		2008
Drug-eluting	$	911	$	833	$	797	$	801	$	1,708	$	1,634
Bare-metal		57		88		114		129		171		217
Total coronary stent systems	$	968	$	921	$	911	$	930	$	1,879	$	1,851

Reported net loss for the full year 2009 was $1.025 billion, or $0.68 per share. Reported results included acquisition-, divestiture-, restructuring- and litigation-related net charges; discrete tax items; and amortization expense (after-tax) of $2.207 billion, or $1.46 per share, which consisted of:

·   $10 million ($12 million pre-tax), of intangible asset impairment charges associated primarily with certain Urology-related intangible assets;

·   $20 million ($21 million pre-tax), of purchased research and development charges associated with the acquisition of certain technology rights;

·   $2 million ($3 million pre-tax), of gains associated with the sale of non-strategic investments;

·   $5 million, on both a pre-tax and after-tax basis, of credits associated with certain prior-period divestitures;

·   $97 million ($130 million pre-tax), of restructuring and restructuring-related costs associated with the Company’s Plant Network Optimization program and 2007 Restructuring plan;

·   $1.771 billion ($2.022 billion pre-tax), of net charges associated with various litigation matters;

·   $106 million of income for discrete tax items related to certain tax positions taken in a prior period; and

·   $422 million ($511 million pre-tax), of amortization expense.

Adjusted net income for the full year 2009, excluding these net charges, was $1.182 billion, or $0.78 per share.

Reported net loss for the full year 2008 was $2.036 billion, or $1.36 per share, which included a $2.613 billion, or $1.74 per share, goodwill write-down. Reported results also included intangible asset impairment charges; acquisition-, divestiture-, restructuring- and litigation-related net credits; discrete tax items, and amortization expense (after-tax) of $622 million, or $0.42 per share. Adjusted net income for the full year 2008, excluding these net charges, was $1.199 billion, or $0.80 per share.

Guidance for First Quarter and Full Year 2010

The Company estimates net sales for the first quarter of 2010 of between $2.000 billion and $2.100 billion. Adjusted earnings, excluding acquisition-related credits, restructuring and restructuring-related costs, and amortization expense, are estimated to range between $0.13

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and $0.17 per share. The Company estimates net income on a GAAP basis of between $0.15 and $0.20 per share.

The Company estimates net sales for the full year 2010 of between $8.100 billion and $8.500 billion. Adjusted earnings, excluding acquisition-related credits, restructuring and restructuring-related costs, and amortization expense, are estimated to range between $0.62 and $0.72 per share. The Company estimates net income on a GAAP basis of between $0.37 and $0.49 per share.

Boston Scientific officials will be discussing these results with analysts on a conference call at 8:00 a.m. (ET) Thursday, February 11. The Company will webcast the call to all 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 one year on the Boston Scientific website.

Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a broad range of interventional medical specialties. For more information, please visit: www.bostonscientific.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of 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 financial performance, new product approvals and launches, our market position, acquisitions and divestitures, restructuring activities and litigation matters.  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, 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 IA- 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 thereafter.  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

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differ from those contained in the forward-looking statements.  This cautionary statement is applicable to all forward-looking statements contained in this document.

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 measures, is included in the exhibits attached to this press release. 

CONTACT: 

Paul Donovan

508-650-8541 (office) 

508-667-5165 (mobile)

Media Relations

Boston Scientific Corporation

Larry Neumann

508-650-8696 (office)

Investor Relations

Boston Scientific Corporation

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BOSTON SCIENTIFIC CORPORATION

CONDENSED CONSOLIDATED GAAP RESULTS OF OPERATIONS

(Unaudited)

	Three Months Ended December 31,						Year Ended December 31,
in millions, except per share data	2009			2008			2009			2008
Net sales	$	2,079		$	2,002		$	8,188		$	8,050
Cost of products sold		710			630			2,576			2,469
Gross profit		1,369			1,372			5,612			5,581
Operating expenses:
Selling, general and administrative expenses		649			663			2,635			2,589
Research and development expenses		257			257			1,035			1,006
Royalty expense		41			59			191			203
Loss on program termination								16
Amortization expense		129			134			511			543
Goodwill impairment charges					2,613						2,613
Other intangible asset impairment charges		2			22			12			177
Purchased research and development		4			22			21			43
Acquisition-related milestone											(250	)
Gain on divestitures											(250	)
Restructuring charges		19			19			63			78
Litigation-related net charges		1,499						2,022			334
		2,600			3,789			6,506			7,086
Operating loss		(1,231	)		(2,417	)		(894	)		(1,505	)
Other income (expense):
Interest expense		(122	)		(107	)		(407	)		(468	)
Other, net		6			(2	)		(7	)		(58	)
Loss before income taxes		(1,347	)		(2,526	)		(1,308	)		(2,031	)
Income tax (benefit) expense		(272	)		(132	)		(283	)		5
Net loss	$	(1,075	)	$	(2,394	)	$	(1,025	)	$	(2,036	)
Net loss per common share — basic	$	(0.71	)	$	(1.59	)	$	(0.68	)	$	(1.36	)
Net loss per common share — assuming dilution	$	(0.71	)	$	(1.59	)	$	(0.68	)	$	(1.36	)
Weighted-average shares outstanding
Basic		1,510.6			1,501.5			1,507.9			1,498.5
Assuming dilution		1,510.6			1,501.5			1,507.9			1,498.5

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BOSTON SCIENTIFIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of December 31,
in millions, except share data	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	864		$	1,641
Trade accounts receivable, net		1,375			1,402
Inventories		920			853
Deferred income taxes		572			911
Prepaid expenses and other current assets		330			645
Total current assets		4,061			5,452
Property, plant and equipment, net		1,728			1,728
Goodwill		12,404			12,421
Other intangible assets, net		6,731			7,244
Other long-term assets		253			294
	$	25,177		$	27,139
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt obligations	$	3		$	2
Accounts payable		212			239
Accrued expenses		2,609			2,612
Other current liabilities		198			380
Total current liabilities		3,022			3,233
Long-term debt		5,915			6,743
Deferred income taxes		1,875			2,262
Other long-term liabilities		2,064			1,727
Commitments and contingencies
Stockholders' equity
Preferred stock, $ .01 par value - authorized 50,000,000 shares, none issued and outstanding
Common stock, $ .01 par value - authorized 2,000,000,000    shares and issued 1,510,753,934 shares as of December 31, 2009    and 1,501,635,679 shares as of December 31, 2008		15			15
Additional paid-in capital		16,086			15,944
Accumulated deficit		(3,757	)		(2,732	)
Other stockholders' deficit		(43	)		(53	)
Total stockholders' equity		12,301			13,174
	$	25,177		$	27,139

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BOSTON SCIENTIFIC CORPORATION

NON-GAAP NET INCOME AND NET INCOME PER COMMON SHARE RECONCILIATIONS

(Unaudited)

	Three Months Ended December 31,												Year Ended December 31,
	2009						2008						2009						2008
in millions, except per share data	Net (loss) income			Impact per diluted share			Net (loss) income			Impact per diluted share			Net (loss) income			Impact per diluted share			Net (loss) income			Impact per diluted share
GAAP results	$	(1,075	)	$	(0.71	)	$	(2,394	)	$	(1.59	)	$	(1,025	)	$	(0.68	)	$	(2,036	)	$	(1.36	)
Non-GAAP adjustments:
Goodwill impairment charges								2,613			1.74	*								2,613			1.74
Other intangible asset impairment charges		2			0.00			14			0.00	*		10			0.01			143			0.10
Acquisition-related net charges (credits)		3			0.00			25			0.02	*		20			0.01			(140	)		(0.09	)
Divestiture-related net gains		(5	)		(0.00	)								(7	)		(0.00	)		(131	)		(0.09	)
Restructuring-related charges		28			0.02			27			0.02	*		97			0.06			100			0.07
Litigation-related net charges		1,273			0.84	*								1,771			1.17	*		238			0.16
Discrete tax items		(31	)		(0.02	)*		(109	)		(0.07	)*		(106	)		(0.07	)*		(27	)		(0.02	)
Amortization expense		109			0.07	*		126			0.08	*		422			0.28	*		439			0.29
Adjusted results	$	304		$	0.20		$	302		$	0.20		$	1,182		$	0.78		$	1,199		$	0.80

* Assumes dilution of 9.8 million shares for the three months ended December 31, 2009; 2.7 million shares for the three months ended December 31, 2008; 8.0 million shares for the year ended December 31, 2009; and 5.8 million shares for the year ended December 31, 2008 for all or a portion of these charges (credits).

An explanation of the Company's use of these non-GAAP measures is provided at the end of this document.

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BOSTON SCIENTIFIC CORPORATION

NON-GAAP NET INCOME AND NET INCOME PER COMMON SHARE RECONCILIATIONS (CONT.)

(Unaudited)

	Three Months Ended						Year Ended
(in millions)	December 31,						December 31,
	2009			2008			2009			2008
Goodwill impairment charges:
Goodwill impairment charges				$	2,613					$	2,613
Plus: Income tax benefit (a)
Goodwill impairment charges, net of tax				$	2,613					$	2,613
Other intangible asset impairment charges:
Other intangible asset impairment charges	$	2		$	22		$	12		$	177
Plus: Income tax benefit (a)					(8	)		(2	)		(34	)
Other intangible asset impairment charges, net of tax	$	2		$	14		$	10		$	143
Acquisition-related net charges (credits):
Acquisition-related milestone										$	(250	)
Purchased research and development	$	4		$	22		$	21			43
		4			22			21			(207	)
Plus: Income tax (benefit) expense (a)		(1	)		3			(1	)		67
Acquisition-related net charges (credits), net of tax	$	3		$	25		$	20		$	(140	)
Divestiture-related net (gains) losses:
Gain on divestitures										$	(250	)
Divestiture-related credits (b)	$	(5	)				$	(5	)
Net (gain) loss on sale of investments (b)								(3	)		80
		(5	)					(8	)		(170	)
Plus: Income tax expense (a)								1			39
Divestiture-related net (gains) losses, net of tax	$	(5	)				$	(7	)	$	(131	)
Restructuring-related charges:
Restructuring charges	$	19		$	19		$	63		$	78
Restructuring-related charges (c)		17			15			67			55
		36			34			130			133
Plus: Income tax benefit (a)		(8	)		(7	)		(33	)		(33	)
Restructuring-related charges, net of tax	$	28		$	27		$	97		$	100
Litigation-related net charges:
Litigation-related charges	$	1,499					$	2,082		$	334
Litigation-related credits								(60	)
		1,499						2,022			334
Plus: Income tax benefit (a)		(226	)					(251	)		(96	)
Litigation-related net charges, net of tax	$	1,273					$	1,771		$	238
Discrete tax items:
Income tax benefit (a)	$	(31	)	$	(109	)	$	(106	)	$	(27	)
Amortization expense:
Amortization expense	$	129		$	134		$	511		$	543
Plus: Income tax benefit (a)		(20	)		(8	)		(89	)		(104	)
Amortization expense, net of tax	$	109		$	126		$	422		$	439

(a) Amounts are tax effected at the Company's effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB Accounting Standards Codification section 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate."

(b) Recorded to other, net.

(c) In the fourth quarter of 2009, recorded $14 million to cost of products sold and $3 million to selling, general and administrative expenses. In the fourth quarter of 2008, recorded $6 million to cost of products sold; $7 million to selling, general and administrative expenses; and $2 million to research and development expenses. In 2009, recorded $50 million to cost of products sold; $14 million to selling, general and administrative expenses; and $3 million to research and development expenses. In 2008, recorded $17 million to cost of products sold; $31 million to selling, general and administrative expenses; and $7 million to research and development expenses.

An explanation of the Company's use of these non-GAAP measures is provided at the end of this document.

10

BOSTON SCIENTIFIC CORPORATION

WORLDWIDE SALES

(Unaudited)

					Change
	Three Months Ended				As Reported			Constant
	December 31,				Currency			Currency
in millions	2009		2008		Basis			Basis
United States	$	1,145	$	1,156		(1	)%		(1	)%
EMEA		484		451		7	%		(3	)%
Japan		262		236		11	%		4	%
Inter-Continental		186		152		23	%		7	%
International		932		839		11	%		1	%
Subtotal		2,077		1,995		4	%		0	%
Divested Businesses		2		7		N/A			N/A
Worldwide	$	2,079	$	2,002		4	%		0	%

					Change
	Three Months Ended				As Reported			Constant
	December 31,				Currency			Currency
in millions	2009		2008		Basis			Basis
Cardiac Rhythm Management	$	607	$	571		6	%		3	%
Electrophysiology		38		37		2	%		0	%
Cardiac Rhythm Management Group		645		608		6	%		2	%
Interventional Cardiology		703		721		(3	)%		(7	)%
Peripheral Interventions		168		162		4	%		(2	)%
Cardiovascular Group		871		883		(1	)%		(6	)%
Neurovascular		89		91		(1	)%		(6	)%
Endoscopy		269		234		15	%		10	%
Urology/Gynecology		123		112		10	%		8	%
Endosurgery Group		392		346		13	%		9	%
Neuromodulation		80		67		19	%		18	%
Subtotal		2,077		1,995		4	%		0	%
Divested Businesses		2		7		N/A			N/A
Worldwide	$	2,079	$	2,002		4	%		0	%

Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.

An explanation of the Company's use of these non-GAAP measures is provided at the end of this document.

11

BOSTON SCIENTIFIC CORPORATION

NON-GAAP CONSTANT CURRENCY NET SALES RECONCILIATIONS

(Unaudited)

	Q4 2009 Net Sales as compared to Q4 2008
	Change						Estimated
in millions	As Reported Currency Basis			Constant Currency Basis			Impact of Foreign Currency
United States	$	(11	)	$	(11	)
EMEA		33			(13	)	$	46
Japan		26			9			17
Inter-Continental		34			10			24
International		93			6			87
Subtotal		82			(5	)		87
Divested Businesses		(5	)		(5	)		0
Worldwide	$	77		$	(10	)	$	87

	Q4 2009 Net Sales as compared to Q4 2008
	Change						Estimated
in millions	As Reported Currency Basis			Constant Currency Basis			Impact of Foreign Currency
Cardiac Rhythm Management	$	36		$	15		$	21
Electrophysiology		1			0			1
Cardiac Rhythm Management Group		37			15			22
Interventional Cardiology		(18	)		(53	)		35
Peripheral Interventions		6			(3	)		9
Cardiovascular Group		(12	)		(56	)		44
Neurovascular		(2	)		(6	)		4
Endoscopy		35			22			13
Urology/Gynecology		11			8			3
Endosurgery Group		46			30			16
Neuromodulation		13			12			1
Subtotal		82			(5	)		87
Divested Businesses		(5	)		(5	)		0
Worldwide	$	77		$	(10	)	$	87

An explanation of the Company's use of these non-GAAP measures is provided at the end of this document.

12

BOSTON SCIENTIFIC CORPORATION

WORLDWIDE SALES

(Unaudited)

					Change
	Year Ended				As Reported			Constant
	December 31,				Currency			Currency
in millions	2009		2008		Basis			Basis
United States	$	4,675	$	4,487		4	%		4	%
EMEA		1,837		1,960		(6	)%		1	%
Japan		988		861		15	%		4	%
Inter-Continental		677		673		1	%		8	%
International		3,502		3,494		0	%		3	%
Subtotal		8,177		7,981		2	%		4	%
Divested Businesses		11		69		N/A			N/A
Worldwide	$	8,188	$	8,050		2	%		3	%

					Change
	Year Ended				As Reported			Constant
	December 31,				Currency			Currency
in millions	2009		2008		Basis			Basis
Cardiac Rhythm Management	$	2,413	$	2,286		6	%		7	%
Electrophysiology		149		153		(2	)%		(1	)%
Cardiac Rhythm Management Group		2,562		2,439		5	%		7	%
Interventional Cardiology		2,859		2,879		(1	)%		0	%
Peripheral Interventions		661		684		(3	)%		(2	)%
Cardiovascular Group		3,520		3,563		(1	)%		0	%
Neurovascular		348		360		(3	)%		(2	)%
Endoscopy		1,006		943		7	%		8	%
Urology/Gynecology		456		431		6	%		6	%
Endosurgery Group		1,462		1,374		6	%		7	%
Neuromodulation		285		245		17	%		17	%
Subtotal		8,177		7,981		2	%		4	%
Divested Businesses		11		69		N/A			N/A
Worldwide	$	8,188	$	8,050		2	%		3	%

Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.

An explanation of the Company's use of these non-GAAP measures is provided at the end of this document.

13

BOSTON SCIENTIFIC CORPORATION

NON-GAAP CONSTANT CURRENCY NET SALES RECONCILIATIONS

(Unaudited)

	Q4 2009 YTD Net Sales as compared to Q4 2008 YTD
	Change						Estimated
in millions	As Reported Currency Basis			Constant Currency Basis			Impact of Foreign Currency
United States	$	188		$	188
EMEA		(123	)		11		$	(134	)
Japan		127			37			90
Inter-Continental		4			52			(48	)
International		8			100			(92	)
Subtotal		196			288			(92	)
Divested Businesses		(58	)		(58	)		0
Worldwide	$	138		$	230		$	(92	)

	Q4 2009 YTD Net Sales as compared to Q4 2008 YTD
	Change						Estimated
in millions	As Reported Currency Basis			Constant Currency Basis			Impact of Foreign Currency
Cardiac Rhythm Management	$	127		$	168		$	(41	)
Electrophysiology		(4	)		(3	)		(1	)
Cardiac Rhythm Management Group		123			165			(42	)
Interventional Cardiology		(20	)		2			(22	)
Peripheral Interventions		(23	)		(13	)		(10	)
Cardiovascular Group		(43	)		(11	)		(32	)
Neurovascular		(12	)		(8	)		(4	)
Endoscopy		63			74			(11	)
Urology/Gynecology		25			27			(2	)
Endosurgery Group		88			101			(13	)
Neuromodulation		40			41			(1	)
Subtotal		196			288			(92	)
Divested Businesses		(58	)		(58	)		0
Worldwide	$	138		$	230		$	(92	)

An explanation of the Company's use of these non-GAAP measures is provided at the end of this document.

14

BOSTON SCIENTIFIC CORPORATION

ESTIMATED NON-GAAP NET INCOME PER COMMON SHARE RECONCILIATIONS

(Unaudited)

	Q1 2010 Estimate						Full Year 2010 Estimate
	(Low)			(High)			(Low)			(High)
GAAP results	$	0.15		$	0.20		$	0.37		$	0.49
Estimated acquisition-related credits		(0.14	)		(0.14	)		(0.14	)		(0.14	)
Estimated restructuring-related charges		0.05			0.04			0.12			0.10
Estimated amortization expense		0.07			0.07			0.27			0.27
Adjusted results	$	0.13		$	0.17		$	0.62		$	0.72

An explanation of the Company's use of these non-GAAP measures is provided at the end of this document.

15

Use of Non-GAAP Financial Measures

To supplement Boston Scientific’s condensed consolidated financial statements presented on a GAAP basis; the Company discloses certain non-GAAP measures that exclude certain amounts, including non-GAAP net income, non-GAAP net income per share, and regional and divisional revenue growth rates that exclude the impact of foreign exchange. These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States.

The GAAP measure most comparable to non-GAAP net income is GAAP net income and the GAAP measure most comparable to non-GAAP net income per share is GAAP net income per share. Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP measure are included in the accompanying schedules.

To calculate regional and divisional revenue growth rates that exclude the impact of foreign exchange, the Company converts actual current-period net sales from local currency to U.S. dollars using constant foreign exchange rates. The GAAP measure most comparable to this non-GAAP measure is growth rate percentages based on GAAP revenue. A reconciliation of this non-GAAP financial measure to the corresponding GAAP measure is included in the accompanying schedules.

Use and Economic Substance of Non-GAAP Financial Measures Used by Boston Scientific

Management uses these supplemental non-GAAP measures to evaluate performance period over period, to analyze the underlying trends in the Company’s business, to assess its performance relative to its competitors, and to establish operational goals and forecasts that are used in allocating resources. In addition, management uses these non-GAAP measures to further its understanding of the performance of the Company’s operating segments. The adjustments excluded from the Company’s non-GAAP measures are consistent with those excluded from its reportable segments’ measure of profit or loss. These adjustments are excluded from the segment measures that are reported to the Company’s chief operating decision maker and are used to make operating decisions and assess performance.

The following is an explanation of each of the adjustments that management excluded as part of its non-GAAP measures for the three months and year ended December 31, 2009 and 2008 and for the forecasted three month period ending March 31, 2010 and full year ending December 31, 2010, as well as reasons for excluding each of these individual items:

·   Goodwill and Other intangible asset impairment charges - These amounts represent non-cash write-downs of certain of the Company’s intangible assets and goodwill. Following the Company’s acquisition of Guidant Corporation in 2006, and the related increase in the Company’s debt, management has heightened its focus on cash generation and debt pay down. Management removes the impact of these charges from the Company’s operating performance to assist in assessing the Company’s cash generated from operations. Management believes this is a critical metric for the Company in measuring the Company’s ability to generate cash and pay down debt. Therefore, these charges are excluded from management’s assessment of operating performance and are also excluded from the measures management uses to set employee compensation. Accordingly, management believes this may be useful information to users of its financial statements and therefore has excluded these charges for purposes of calculating these non-GAAP measures to facilitate an evaluation of the Company’s current operating performance, particularly in terms of liquidity.

·   Acquisition-related net charges (credits) - These adjustments consist of purchased research and development and gains resulting from the receipt of acquisition-related milestones. Purchased

16

research and development is a highly variable charge based on the extent and nature of external technology acquisitions during the period. The acquisition-related milestone gain recorded in the first quarter of 2008 and the anticipated gain to be recorded in the first quarter of 2010 represent receipts related to Guidant Corporation’s sale of its vascular intervention and endovascular solutions businesses to Abbott Laboratories and are not indicative of future operating results. Management removes the impact of these charges (credits) from the Company's operating results to facilitate an evaluation of the Company's current operating performance and a comparison to the Company's past operating performance.

·   Divestiture-related gains and losses – These amounts represent gains and losses, and related tax impacts, that the Company recognized related to the sale of non-strategic assets, including the sale of certain businesses, development programs and non-strategic investments. The sale and transfer of these non-strategic assets were substantially completed during 2008. These gains and losses are not indicative of future operating performance and are not used by management to assess operating performance. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP measures to facilitate an evaluation of the Company's current operating performance and a comparison to the Company's past operating performance.

·   Restructuring and restructuring-related costs – These adjustments represent primarily severance, employee-related retention incentives, asset write-offs, accelerated depreciation, costs to transfer production lines from one facility to another, and other costs associated with the Company’s Plant Network Optimization program and 2007 Restructuring plan. These expenses are not indicative of the Company’s on-going operating performance and are excluded by management in assessing the Company’s operating performance, as well as from the Company’s operating segments’ measures of profit and loss used for making operating decisions and assessing performance. Accordingly, management excluded these charges for purposes of calculating these non-GAAP measures to facilitate an evaluation of the Company's current operating performance and a comparison to the Company's past operating performance.

·   Litigation-related charges (credits) –These charges (credits) are attributable to certain patent litigation and other legal matters. These amounts represent significant charges during the first, third, and fourth quarters of 2009, and the third quarter of 2008; and a reduction of previously recorded reserves associated with certain legal matters in the third quarter of 2009. These charges and credits do not reflect expected on-going operating expenses. Accordingly, management excluded these charges for purposes of calculating these non-GAAP measures to facilitate an evaluation of the Company’s current operating performance and for comparison to the Company’s past operating performance.

·   Discrete tax items - These items represent current period adjustments of certain tax positions, which were initially established in prior periods as a result of acquisitions or as a result of divestiture- and litigation-related charges, or restructuring and restructuring-related costs. These adjustments do not reflect expected on-going operating results. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP measures to facilitate an evaluation of the Company’s current operating performance and for comparison to the Company’s past operating performance.

·   Amortization expense - Amortization expense is a non-cash charge and does not impact the Company’s liquidity or compliance with the covenants included in its debt agreements. Management removes the impact of amortization from the Company’s operating performance to assist in assessing the Company’s cash generated from operations. Management believes this is a

17

critical metric for the Company in measuring the Company’s ability to generate cash and pay down debt. Therefore, amortization expense is excluded from management’s assessment of operating performance and is also excluded from the measures management uses to set employee compensation. Accordingly, management believes this may be useful information to users of its financial statements and therefore has excluded amortization expense for purposes of calculating these non-GAAP measures to facilitate an evaluation of the Company’s current operating performance, particularly in terms of liquidity.

·   Foreign exchange on net sales - The impact of foreign exchange is highly variable and difficult to predict. Accordingly, management excludes the impact of foreign exchange for purposes of reviewing regional and divisional revenue growth rates to facilitate an evaluation of the Company’s current operating performance and comparison to the Company’s past operating performance.

Material Limitations Associated with the Use of Non-GAAP Financial Measures

Non-GAAP net income, non-GAAP net income per diluted share, and regional and divisional revenue growth rates that exclude the impact of foreign exchange may have limitations as analytical tools, and these non-GAAP measures should not be considered in isolation from or as a replacement for GAAP financial measures. Some of the limitations associated with the use of these non-GAAP financial measures are:

·   Items such as purchased research and development, gains on acquisition-related milestones and divestiture-related gains and losses reflect economic costs and benefits to the Company and are not reflected in non-GAAP net income and non-GAAP net income per diluted share.

·   Items such as restructuring and restructuring-related costs, litigation-related charges, and discrete tax items that are excluded from non-GAAP net income and non-GAAP net income per diluted share can have a material impact on cash flows and GAAP net income and net income per diluted share.

·   Amortization expense and goodwill and other intangible asset impairment charges, though not directly affecting Boston Scientific’s cash flow position, represent a reduction in value of goodwill and other intangible assets. The expense associated with this reduction in value is not included in Boston Scientific’s non-GAAP net income or non-GAAP net income per diluted share and therefore these measures do not reflect the full effect of the reduction in value of those assets.

·   Revenue growth rates stated on a constant currency basis, by their nature, exclude the impact of foreign exchange, which may have a material impact on GAAP net sales.

·   Other companies may calculate non-GAAP net income, non-GAAP net income per diluted share, or regional and divisional revenue growth rates that exclude the impact of foreign exchange differently than Boston Scientific does, limiting the usefulness of those measures for comparative purposes.

Compensation for Limitations Associated with Use of Non-GAAP Financial Measures

Boston Scientific compensates for the limitations on its non-GAAP financial measures by relying upon its GAAP results to gain a complete picture of the Company’s performance. The non-GAAP numbers focus instead upon the core business of the Company, which is only a subset, albeit a critical one, of the Company’s performance.

18

The Company provides detailed reconciliations of each non-GAAP financial measure to its most directly comparable GAAP measure in the accompanying schedules, and Boston Scientific encourages investors to review these reconciliations.

Usefulness of Non-GAAP Financial Measures to Investors

The Company believes that presenting non-GAAP net income, non-GAAP net income per share, and regional and divisional revenue growth rates that exclude the impact of foreign exchange in addition to the related GAAP measures provides investors greater transparency to the information used by Boston Scientific management for its financial and operational decision-making and allows investors to see Boston Scientific’s results “through the eyes” of management. The Company further believes that providing this information better enables Boston Scientific’s investors to understand the Company’s operating performance and to evaluate the methodology used by management to evaluate and measure such performance.

19

EX-99.2

EXHIBIT 99.2

BOSTON SCIENTIFIC ANNOUNCES MANAGEMENT CHANGES

AND RESTRUCTURING INITIATIVES

New structure, leadership team and targeted portfolio changes

will focus on sales excellence and cost effectiveness

Natick, MA (February 10, 2010) – Boston Scientific Corporation (NYSE: BSX) today announced a series of management changes and restructuring initiatives designed to strengthen the Company and position it for long-term success.

“The actions we are announcing today will provide the organizational structure and leadership needed to execute our strategic plan and fulfill the enormous promise of this company,” said Ray Elliott, President and Chief Executive Officer of Boston Scientific.  “They are aimed at driving innovation, accelerating profitable growth and increasing both accountability and shareholder value.  Above all else, they will help us better serve our customers and their patients.”

Key components of the management changes and restructuring initiatives include:

·   The Cardiovascular Group and Cardiac Rhythm Management Group (formerly Guidant) will be combined into one, stronger and more competitive organization that will deliver better value to hospitals, better solutions to physicians and better outcomes to patients.  This combined organization will also position the Company to respond more efficiently and effectively to rapidly accelerating changes in the procurement, reimbursement and regulatory environments, and to other changes in the delivery of health care globally.  The new organization will be led by Hank Kucheman, who has been promoted to Executive Vice President and President of the new Cardiology, Rhythm and Vascular Group.  Mr. Kucheman most recently served as President of the Cardiovascular Group.  The Group will increase its focus on structural heart, percutaneous ICDs, atrial fibrillation and hypertension.  The Endovascular Unit, including Peripheral Solutions, Neurovascular, Imaging, Electrophysiology and the Canadian business unit, will report to new Senior Vice President and Executive Committee member, Joe Fitzgerald.

·   Fred Colen has been promoted to the new role of Executive Vice President and Chief Technology Officer (CTO).  As CTO, Mr. Colen will oversee a centralized corporate

research and development group that will refocus and strengthen the Company’s innovation efforts.  Under Mr. Colen’s leadership, the Company will change its allocation of R&D resources to incorporate its newly established growth priorities, create technology Centers of Excellence, drive improved product development timing and efficiency, and expand the spectrum of new product opportunities.  Mr. Colen most recently served as President of the Cardiac Rhythm Management Group.

·   The Company’s International Headquarters will be eliminated.  The Presidents of Japan, Europe (including a consolidated Shared Services team) and the newly formed Emerging Markets Group will report directly to the CEO. The Emerging Markets Group, composed primarily of India, China, Brazil, Russia, Eastern Europe and parts of the Middle East, Asia and Latin America, will attract greater investment and infrastructure, including the pursuit of selective offshore manufacturing, research, a variety of support services and individual country growth vehicles.  Leadership for the Emerging Markets Group will be announced at a later date.

·   The Endoscopy division and new Urology and Women’s Health division will each report directly to the CEO, and the Endosurgery Group structure, which currently oversees the Endoscopy and Urology/Gynecology divisions, will no longer exist.  The newly named Urology and Women’s Health division, led by new Senior Vice President and Executive Committee member, John Pedersen, will significantly increase investment in its franchise in order to more aggressively pursue the substantial opportunities for device-related solutions for unmet women’s health needs.  The Endoscopy division, led by new Senior Vice President and Executive Committee member, Michael Phalen, will pursue incremental growth through devices for endoluminal surgery, obesity/diabetes solutions and pulmonary asthma.

·   Steve Moreci, currently the Endosurgery Group President, will lead a newly created team devoted to Global Sales Focus.  This team will drive targeted sales force expansions and deliver best practice capabilities in training, management, forecasting and planning.  In particular, the team will focus on reaching the economic customer on a global basis and as a result the Company’s Corporate Sales group will become part of this team.

·   The Company plans to further rationalize and refocus its business portfolio through both select divestitures and acquisitions in direct support of our new strategic priorities.

·   The Company will immediately begin to execute a new set of restructuring initiatives designed to improve its effectiveness and efficiency.  Gross expenses are expected to be reduced by a range of $200 million to $250 million from the 2009 base during the next two years, representing a reduction of 5.5 to 7 percent.  These initiatives will also result in a gross head count reduction of 1,000 to 1,300, or 8 to 10 percent, from our non direct labor base.  These reductions will be partially offset by the inflationary impact of our base expenses and selective redeployment of expenses and head count into important sales and research initiatives.  Eligible employees affected by these head count reductions will be offered severance packages and other assistance and support.  The restructuring plan excludes manufacturing direct labor positions, which are production dependent.

- 2 - -

·   The action plans related to these reductions are expected to result in pre-tax charges of approximately $180 million to $200 million.  The vast majority of the restructuring costs will be cash charges.

In addition, the Company announced the following management changes:

·   Sam Leno will be promoted to Executive Vice President and Chief Operations Officer, effective March 1.  He will oversee Finance, Information Systems, Manufacturing and Operations.  Since joining Boston Scientific in 2007, Mr. Leno has served as Executive Vice President of Finance and Information Systems and Chief Financial Officer.

·   Jeff Capello will be promoted to Executive Vice President and Chief Financial Officer, effective March 1.  Mr. Capello joined the Company in 2008 and has served as Chief Accounting Officer and Corporate Controller.

·   Tim Pratt has been promoted to Executive Vice President and Chief Administrative Officer; he will continue to serve as General Counsel and Secretary.  The Company will consolidate Legal, Corporate Communications, Government Affairs, Human Resources, Quality and Regulatory Affairs under Mr. Pratt, who joined the Company in 2008.

·   Jean Lance has been promoted to Senior Vice President and Chief Compliance Officer and will become a member of the Company’s Executive Committee.  Ms. Lance joined Boston Scientific in 1996 and was named Chief Compliance Officer last year.  Prior to that she served as Vice President and General Counsel for the Company’s Cardiovascular Group.  She manages and enforces Boston Scientific’s Global Compliance Program. 

·   Dan Brennan has been promoted to Senior Vice President and Corporate Controller.  Mr. Brennan joined Boston Scientific in 1996.  He has served in a wide variety of finance roles supporting a number of the Company’s businesses.

·   Larry Neumann has been promoted to Senior Vice President of Restructuring and Integration.  Mr. Neumann will oversee and be accountable for all the Company’s restructuring and integration activities, including the combination of the Cardiovascular Group and the Cardiac Rhythm Management Group.  Mr. Neumann joined the Company in 1996 and has served in a number of capacities, including head of Corporate Tax, Business Development and Investor Relations.

·   Andy Milani has recently been named Senior Vice President of Human Resources.  Mr. Milani joined Boston Scientific in 2009 after a distinguished 28-year career as an officer in the U.S. Army, serving most recently as Chief of Staff for the Army’s Special Operations Command.

“These changes to date bring together an outstanding group of seasoned leaders, with a broad range of talents and abilities and a proven history of delivering results and achieving objectives,” said Elliott.  “The Company and all its stakeholders stand to benefit considerably from their collective knowledge, experience and expertise.  These changes were, in part, designed to allow me to spend more time with our operating divisions and international regions, as we place greater

- 3 - -

emphasis on stimulating sales growth, assessing our business portfolio opportunities and expanding operating profit margins.”

The Company will provide additional details on its restructuring plans during its fourth quarter earnings call at 8:00 a.m. (ET) on Thursday, February 11.  The Company will webcast the call to all 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 one year on the Boston Scientific website.

Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a broad range of interventional medical specialties. For more information, please visit: www.bostonscientific.com.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of 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 restructuring initiatives, management changes, growth priorities, business portfolio rationalization, innovation, shareholder value, operational goals and strategic plans.  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, 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 IA- 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 thereafter. 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 document.

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 CONTACT:  Paul Donovan 508-650-8541 (office) 508-667-5165 (mobile) Media Relations Boston Scientific Corporation
Larry Neumann 508-650-8696 (office) Investor Relations Boston Scientific Corporation

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