Boston Scientific (BSX) 10-K risk factor changes: FY2024 vs FY2023

[removed: Economic] [added: Economic, Industry] and [removed: Market] [added: Geopolitical] Risks

The global macroeconomic environment has [removed: experienced] [added: continued to experience] challenging conditions and uncertainty, [added: including around inflation, interest rates, monetary policy, exchange rates and geopolitical developments,] which could adversely impact our business, financial condition, cash flows and results of operations.

If there were a general economic [removed: downturn,] [added: slowdown or recession,] we may experience decreased customer spending or demand for our products and services, and our customers’ ability to pay for our products on a timely basis, or at all, may be impacted.

[removed: Inflationary] [added: Continued inflationary] pressure may also increase certain operational costs, including due to wage increases, or increases in the cost of materials or components.

Further, uncertainty about global economic conditions, including those resulting from [removed: credit and sovereign debt issues,] [added: a heightened global interest rate environment,] has caused and may continue to cause disruption in the financial markets, including diminished liquidity and credit availability.

[removed: Deterioration of] [added: A slowdown in] the global economy or [removed: increase in] sovereign debt issues may impact our ability to transfer receivables to third parties in certain of those countries.

Uncertain or challenging [added: global] economic conditions could also lead to greater fluctuations in foreign currency exchange rates, which could adversely impact our results of operations and financial performance.

In addition, global pandemics or other public health [removed: crises, such as the COVID-19 pandemic, could adversely impact our business, financial condition or results of operations, and those of our customers and suppliers, and any such future pandemics or public health] crises could [removed: include] [added: cause] disruptions in global economic activity, global supply chains and labor markets, operational challenges such as site shutdowns, workplace disruptions or limited provider capacity to perform procedures using our products, [removed: volatile financial market dynamics] and significant volatility in price and availability of goods and services.

Our primary competitors include [removed: Abbott Laboratories] [added: large manufacturers with multiple lines of business] and [removed: Medtronic plc,] [added: competing products,] as well as a wide range of medical device companies that sell a single or limited number of competitive products or which participate in only a specific market segment or segments.

Digital technologies, including artificial intelligence (AI) and machine learning capabilities, have and may continue to increase in their applicability and importance to various aspects of our business, operating and competitive environments, [removed: R&D] [added: research and development (R&D)] pipeline and product portfolio.

Continued consolidation in the health care industry or additional governmental controls exerted over pricing and access in key markets could lead to increased demands for price concessions or limit or eliminate our ability to sell to certain of [removed: our significant market segments, which could have an adverse effect on our business, financial condition or results of operations.][added: our]

In other instances, [removed: multinationals] [added: multinational companies] may be subject to a separate tender bidding process in which they compete only with each other and not with domestic companies.

Further, in certain markets, the regulatory process through which new medical devices are approved may be faster and/or less burdensome for domestic companies compared to [removed: multinationals.][added: multinational companies.]

International net sales accounted for [removed: 41] [added: 39] percent of our global net sales in [removed: 2023.][added: 2024.]

Our international operations are subject to a number of market, business and financial risks and uncertainties, including those related to our use of channel partners, go-to-market strategies, geopolitical and economic instability, foreign currency exchange and interest rate fluctuations, competitive product offerings, local changes in health care financing and payment systems and health care delivery systems, local product preferences and requirements, including preferences for local manufacturers, [added: trade protection measures, including tariffs or other barriers to market participation,] workforce instability, weaker intellectual property protection in certain countries than exists in the U.S. and longer accounts receivable cycles.

[added: Any alleged or actual failure to comply with legal and regulatory requirements may subject us to] government scrutiny, civil and/or criminal proceedings, sanctions and other liabilities, which may have a material adverse effect on our international operations, financial condition, results of operations and/or liquidity.

[removed: The US-China] [added: In particular, the U.S.-China] relationship [removed: will] [added: may] continue to shape the geopolitical stage.

[removed: Legislation aimed at boosting] competitiveness of U.S. businesses may have unintended [added: negative] effects on our business.

Sanctions and export restrictions [removed: are expected to] [added: may] continue to proliferate, leading to greater uncertainty in emerging and growth markets.

Notably the Russia/Ukraine war has [removed: created] [added: continued to create] barriers to doing business in Russia and in parts of Eastern Europe, [removed: the] tension between China/Taiwan has created geopolitical shifts in Asia, and [added: conflicts in] the [removed: Israel/Hamas war has] [added: Middle East have] disrupted operations of companies doing business in the [removed: Middle East.][added: region, including in Israel.]

Our outstanding debt balance was [removed: $9.102] [added: $10.746] billion as of December 31, [removed: 2023.][added: 2024.]

In addition, our credit agreements contain a financial covenant that requires us to maintain a [removed: minimum] [added: maximum] specified leverage ratio and place other limits on our business.

[added: Our integration of acquired businesses requires significant efforts, including] corporate restructuring and the coordination of information technologies, research and development, sales and marketing, operations, regulatory, supply chain, manufacturing, quality systems and finance.

[removed: Some of the factors that could affect the success of our acquisitions include, among others, the effectiveness of our due diligence process, our ability to execute our business plan for the acquired companies, the strength of the acquired technology, results of clinical trials, regulatory approvals and reimbursement levels of the acquired] products and related procedures, the continued performance of critical transition services, our ability to adequately fund acquired in-process research and development projects and retain key employees and our ability to achieve synergies with our acquired companies, such as increasing sales of our products, achieving cost savings and effectively combining technologies to develop new products.

Key activities under the 2023 Restructuring Plan [removed: will] also include optimizing certain functional capabilities to better support business growth and achieve cost synergies.

[added: The 2023 Restructuring Plan is expected to result in] total pre-tax charges of approximately $450 million to $550 million and reduce gross annual pre-tax expenses by approximately $225 million to $275 million as program benefits are realized.

Further, we are continuing to investigate and have completed [removed: several] [added: multiple] acquisitions that involve opportunities to further expand our presence in and diversify into, priority growth areas by accessing new products and technologies.

Interruption of our supply chain or manufacturing operations, including resulting from natural disasters, public health [removed: crises and other catastrophic events] [added: crises, geopolitical developments] or other events outside of our control, could adversely affect our results of operations and financial condition.

Further, uncertain or negative economic conditions, including as a result of inflationary pressures, interest rates or [removed: impacts from pandemics,] [added: geopolitical developments,] could negatively affect our third-party vendors, which could lead to a reduction or interruption in the supply of materials and components used in manufacturing our products or increase the price of such materials or components.

To the extent we or our contract sterilizers are unable to sterilize our products, whether due to capacity, availability of materials for sterilization, regulatory or other constraints, including [added: evolving] federal and state regulations on the use of ethylene oxide, we may be unable to transition to alternative internal or external resources or methods in a timely or cost effective manner or at all, which could have a material impact on our results of operations and financial condition.

[removed: Other] [added: These and other] environmental laws [added: and regulations] may have [removed: similar] [added: additional] impacts on us or our suppliers, or result in liability to us.

Under the FDC Act, medical devices must receive FDA clearance or approval or an exemption from such clearance or approval before they can be commercially marketed in the U.S. In the EU, we are required to comply with the [removed: new MDR] [added: Medical Device Regulation (MDR)] effective May [removed: 2021] [added: 2021,] which [removed: supersedes] [added: superseded] the Medical Device Directives.

Medical devices [removed: which] [added: that] have a valid CE Certificate to the [removed: current] Directives [removed: (issued] [added: issued] before May [removed: 2021) can continue to] [added: 2021 could] be sold until the earlier of May 2024 or when the CE Certificate [removed: expires, providing] [added: expired, provided] there [removed: are] [added: were] no significant changes to the design or intended use.

In 2023, updates to the legislative text of the EU MDR were adopted by the European Parliament and the Council of the European Union, including an extension of the transitional period to 2027 for certain high risk class devices and 2028 for lower risk class medical devices [removed: which] [added: that] have a valid CE Certificate to the [removed: prior] Directives [removed: (issued] [added: issued] before May [removed: 2021).][added: 2021.]

[removed: Where renewal or] recertification applications are required, they may need to be renewed and/or approved in order to continue selling our products in those countries.

We have received and in the future may receive, subpoenas and other requests for information from Congress and state and federal governmental agencies, including, among others, the U.S. Department of Justice (DOJ), the Office of Inspector General of the [removed: Department of Health and Human Services (HHS) and the Department of Defense, as well as from foreign governments and agencies.]

We are subject to income taxes as well as non-income based [removed: taxes and] [added: taxes,] tariffs, [added: and duties] in the U.S. and numerous foreign jurisdictions.

Therefore, there can be no assurance that we will accurately predict the outcomes of these disputes or other tax audits or that issues raised by tax authorities will be resolved at a financial cost that does not exceed our related [removed: reserves and the actual outcomes of these disputes and other tax audits could have a material impact on our results of operations or financial condition.][added: reserves.]

[removed: The U.S. enacted] [added: Many provisions of] the Tax Cuts and Jobs Act (TCJA) [removed: on December 22,] [added: enacted in the U.S. in] 2017 [removed: and] [added: expire at] the [removed: Inflation Reduction Act on August 16, 2022.][added: end of 2025.]

The Group of Twenty (G20), the Organization for Economic Co-operation and Development (OECD), the European Commission (EC) and individual taxing jurisdictions where we and our affiliates do business have recently focused on issues [removed: related to the taxation of multinational corporations.]

significant market segments, which could have an adverse effect on our business, financial condition or results of operations.

These conditions could affect our ability to access credit markets, including to obtain financing for mergers

and acquisitions (M&A) or for other general purposes.

There may be greater uncertainty and market volatility following U.S. and global elections, including resulting from potential shifts in trade policies, tariffs or other trade protection measures, and the reaction of other countries thereto, or changes to international trade agreements, which could have a material adverse effect on our operations, including our ability to source and manufacture products in a timely and cost effective manner, financial condition, results of operations and/or liquidity.

Legislation aimed at boosting

Some of the factors that could affect the success of our acquisitions include, among others, the effectiveness of our due diligence process, our ability to execute our business plan for the acquired companies, the strength of the acquired technology, results of clinical trials, regulatory approvals and reimbursement levels of the acquired

We have also faced and may continue to face disruptions in the transportation of materials, components and our products within our global supply chains, including as a result of labor disputes or shortages, strikes, port closures, public health crises or geopolitical developments, which may cause delays in the shipment of our products or other disruptions to our business.

We may also face operational interruptions as we continue to implement our new global enterprise resource planning (ERP), which began in 2022.

This includes opportunities as well as risks associated with the integration of AI into our or our suppliers' or customers' operations.

While AI presents significant opportunities for innovation and efficiency, it could introduce new risks in managing information systems and in the cybersecurity threat landscape.

This includes emerging technologies which increase our threat landscape, such as generative AI and quantum computing, which are evolving rapidly in their practicality and use for cyber-attacks including through enhanced social engineering, and for cyber-attacks on industry standard data protections through increased computing capabilities.

Any failure by us to maintain

Where renewal or

Department of Health and Human Services (HHS) and the Department of Defense, as well as from foreign governments and agencies.

Following the issuance of any new law or regulation, interpretations are made by the Company, using any regulatory guidance and judicial interpretations issued after the law change.

The Company's application of such tax laws, before and after any guidance or interpretations are issued, or in the absence of such guidance or interpretations, may have a material impact on our financial condition and results of operations.

The actual outcomes of these disputes and other tax audits could have a material impact on our financial condition and results of operations.

Other provisions of the TCJA are modified beginning in 2026.

The U.S. Congress and the current administration have indicated that they intend to pursue legislation in 2025 to make permanent the 2017 TCJA provisions but there is no guarantee that this initiative will be successful.

Any new U.S. corporate tax legislation that is enacted in 2025 could have a material adverse effect on our financial condition and results of operations.

related to the taxation of multinational corporations.

The United States has not enacted the Pillar Two global minimum tax and the current administration recently announced its intention to effectively withdraw from the OECD Inclusive Framework as well as its intention to enact retaliatory measures against countries who assert extraterritorial taxes against U.S. taxpayers.

President Trump has indicated his willingness to increase the use of tariffs by the U.S. to accomplish certain U.S. policy goals.

On February 1, 2025, President Trump signed three executive orders announcing his intent to impose 25% tariffs on imports from Canada and Mexico and a 10% additional tariff on imports from China.

While the implementation of tariffs on imports from Mexico and Canada were paused, the Chinese tariffs took effect as scheduled and China responded by implementing 15% tariffs on certain U.S. imports.

The implementation of new tariffs on imports from Canada, Mexico, China or other countries for an extended period and without specific exemptions for our products, and any reciprocal tariffs or other reactions by other countries thereto, could have a material adverse impact on our financial condition, results of operations and cash flows.

No assurance can be made that any pending or future patent

and adverse decisions and these losses could have a material adverse effect on our financial condition, results of operations or liquidity.

Uncertainty around inflationary pressures, interest rates and monetary policy could potentially cause new, or exacerbate existing, economic challenges that we may face.

These conditions could worsen, or others could arise, if the U.S. and global economies were to enter recessionary periods, triggered or exacerbated by monetary policy designed to curb inflation.

There can be no assurance that there will not be further uncertainty, disruptions or deterioration in the global economy.

Accordingly, we cannot predict to what extent global economic conditions, including negative or uncertain economic conditions, sovereign debt issues and increased focus on health care systems and costs in the U.S. and abroad, may impact negatively our average selling prices, net sales and profit margins, operations, procedural volumes and reimbursement rates from third party payers.

In addition, economic and financial market conditions and other factors beyond our control may adversely affect our ability to borrow money in the credit markets, access the capital markets and obtain financing for mergers and acquisitions (M&A) or other general purposes.

Geopolitical Risks

Any alleged or actual failure to comply with legal and regulatory requirements may subject us to

Ultimately, tariffs, restrictions or other protectionist measures, and any countermeasures thereto, as well as prolonged uncertainty, could have adverse effects on our ability to source and manufacture products in a timely and cost effective manner, thereby adversely affecting our business.

Our integration of acquired businesses requires significant efforts, including

The 2023 Restructuring Plan is expected to result in

Changes in tax laws and regulations, or their interpretation and application, in the jurisdictions where we are subject to tax could materially impact our effective tax rate.

We expect the U.S. Treasury to issue future notices and regulations regarding the application and interpretation of these laws which could have a significant impact on our future results of operations as could interpretations made by the Company in the absence of regulatory guidance and judicial interpretations.

Furthermore, changes in customs laws and regulations in the U.S. and various foreign jurisdictions could have a material impact on our results of operations or financial condition.

In some cases, several competitors are parties in the

Other Risk Factors

International conflicts, including but

This includes emerging technologies such as generative AI which may be used by malicious actors to create more targeted phishing narratives or otherwise strengthen social engineering capabilities, which may increase our threat landscape.

and renewable energy goals, responsible sourcing, social investments and diversity, equity and inclusion.

The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Boston Scientific Corporation and its subsidiaries for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

For additional information on our financial condition and results of operations for the year ended December 31, [removed: 2021,] [added: 2022,] refer to Item 7.

In 2023, [removed: our] [added: we generated] net sales [removed: were] [added: of] $14.240 [removed: billion,] [added: billion] compared to $12.682 billion in 2022.

This increase of $1.558 billion, or 12.3 percent, included [removed: operational1 net sales] [added: operational] growth of 13.1 percent and the negative impact of 80 basis points from foreign currency fluctuations.

Operational net sales growth included [removed: organic2] [added: organic] net sales growth of 12.3 percent in 2023 and the positive impact of 80 basis points driven by our majority stake investment in Acotec [removed: Scientific Holdings Limited (Acotec)] and the acquisitions of Apollo [removed: Endosurgery, Inc. (Apollo)] and Relievant [removed: Medsystems, Inc. (Relievant)] during the first, second and fourth quarters of 2023, respectively, as well as the divestiture of our pathology business during the second quarter of 2023 and our acquisition of Baylis Medical [removed: Company] [added: Company,] Inc. (Baylis Medical) during the first quarter of 2022, for which there [removed: is] [added: were] less than a full [added: prior] period of comparable net sales.

The increase in our [added: 2023] net sales was primarily driven by [removed: recent] acquisitions as well as the strength and diversity of our product portfolio coupled with growth in the underlying markets in which we compete and strong commercial execution.

Refer to the *Business and Market Overview* section for [removed: further] [added: a] discussion of our net sales by business.

Our reported net income attributable to Boston Scientific common stockholders in [removed: 2022] [added: 2024] was [removed: $642 million,] [added: $1.853 billion,] or [removed: $0.45] [added: $1.25] per diluted share.

Our reported results for [removed: 2022] [added: 2024] included certain charges and/or credits which are excluded by management for purposes of assessing operating performance, totaling [removed: $1.816] [added: $1.872] billion (after-tax), or $1.26 per diluted share.

Excluding these items, adjusted net income attributable to Boston Scientific common stockholders3 for [removed: 2022] [added: 2024] was [removed: $2.459] [added: $3.725] billion, or [removed: $1.71] [added: $2.51] per diluted share.

[removed: 1 Operational] [added: 1Operational] net sales growth excludes the impact of foreign currency fluctuations.

[removed: 2 Organic] [added: 2Organic] net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to acquisitions and divestitures for

[removed: 3 Adjusted] [added: 3Adjusted] measures, including operational and organic net sales growth and adjusted net income attributable to Boston Scientific common stockholders, exclude certain items required by generally accepted accounting principles in the United States (GAAP), are not prepared in accordance with GAAP and should not be considered in isolation from, or as a replacement for, the most directly comparable GAAP measure.

| | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | [added: | | |]

| *(in millions, except per share data)* | | | Income (Loss) Before Income Taxes | | | Income Tax Expense (Benefit) | | | Net Income (Loss) | | | Preferred Stock Dividends | | | Net Income (Loss) Attributable to [added: Noncontrolling Interests | | | Net Income (Loss) Attributable to] Boston Scientific Common [removed: Stockholders(4)] [added: Stockholders] | | | Impact per [removed: Share(5)] [added: Share] | | |

| Reported | | | $ | 1,985 | | $ | 393 | | $ | 1,592 | | $ | (23) | | $ | [added: (1) | | $ |] 1,570 | | $ | 1.07 | |

| Non-GAAP adjustments: | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| Amortization expense | | | 828 | | | [removed: (115)] [added: 115] | | | 713 | | | — | | | [added: 4 | | |] 709 | | | 0.48 | | |

| Goodwill and other intangible asset impairment charges | | | 58 | | | [removed: (4)] [added: 4] | | | 54 | | | — | | | [added: — | | |] 54 | | | 0.04 | | |

| Acquisition/divestiture-related net charges (credits) | | | 373 | | | [removed: (21)] [added: 21] | | | 352 | | | — | | | [added: — | | |] 352 | | | 0.24 | | |

| Restructuring and restructuring-related net charges (credits) | | | 185 | | | [removed: (29)] [added: 29] | | | 156 | | | — | | | [added: — | | |] 156 | | | 0.11 | | |

| Litigation-related net charges (credits) | | | (111) | | | [removed: 23] [added: (23)] | | | (88) | | | — | | | [added: — | | |] (88) | | | (0.06) | | |

| Investment portfolio net losses (gains) and impairments | | | 21 | | | [removed: 3] [added: (3)] | | | 24 | | | — | | | [added: — | | |] 24 | | | 0.02 | | |

| European Union (EU) Medical device regulation (MDR) implementation costs | | | [removed: 69] [added: 52] | | | [removed: (10)] [added: 7] | | | [removed: 59] [added: 45] | | | — | | | [removed: 59] [added: —] | | | [removed: 0.04] [added: 45] | | | [added: 0.03 | | |]

| Deferred tax expenses (benefits) | | | — | | | [removed: 155] [added: (155)] | | | 155 | | | — | | | [added: — | | |] 155 | | | 0.11 | | |

| Discrete tax items | | | — | | | [removed: 8] [added: (8)] | | | 8 | | | — | | | [added: — | | |] 8 | | | 0.01 | | |

| Adjusted | | | $ | 3,407 | | $ | 382 | | $ | 3,025 | | $ | (23) | | $ | [added: 4 | | $ |] 2,999 | | $ | 2.05 | |

| | | | Year Ended December [removed: 31, 2022 | | | | | | | | |] [added: 31,] | | | | | | | | |

| *(in millions, except per share data)* | | | Income (Loss) Before Income Taxes | | | Income Tax Expense (Benefit) | | | Net Income (Loss) | | | Preferred Stock Dividends | | | Net Income (Loss) Attributable to [added: Noncontrolling Interests | | | Net Income (Loss) Attributable to] Boston Scientific Common Stockholders | | | Impact per [removed: Share(5)] [added: Share(4)] | | |

| Goodwill and other intangible asset impairment charges | | | [removed: 132] [added: 386] | | | [removed: (29)] [added: 48] | | | [removed: 102] [added: 339] | | | — | | | [removed: 102] [added: —] | | | [removed: 0.07] [added: 339] | | | [added: 0.23 | | |]

| Acquisition/divestiture-related net charges (credits) | | | [removed: 285] [added: 403] | | | [removed: 53] [added: 28] | | | [removed: 338] [added: 375] | | | — | | | [removed: 338] [added: —] | | | [removed: 0.24] [added: 375] | | | [added: 0.25 | | |]

| Restructuring and restructuring-related net charges (credits) | | | [removed: 110] [added: 229] | | | [removed: (14)] [added: 30] | | | [removed: 96] [added: 199] | | | — | | | [removed: 96] [added: —] | | | [removed: 0.07] [added: 199] | | | [added: 0.13 | | |]

| Litigation-related net charges (credits) | | | [removed: 173] [added: —] | | | [removed: (40)] [added: 0] | | | [removed: 133] [added: (0)] | | | — | | | [removed: 133] [added: —] | | | [removed: 0.09] [added: (0)] | | | [added: (0.00) | | |]

| Investment portfolio net losses (gains) and impairments | | | [removed: (30)] [added: 20] | | | [removed: 2] [added: 1] | | | [removed: (28)] [added: 19] | | | — | | | [removed: (28)] [added: —] | | | [removed: (0.02)] [added: 19] | | | [added: 0.01 | | |]

| EU MDR implementation costs | | | [removed: 71] [added: 69] | | | [removed: (10)] [added: 10] | | | [removed: 62] [added: 59] | | | — | | | [removed: 62] [added: —] | | | [added: 59 | | |] 0.04 | | |

| Deferred tax expenses (benefits) | | | — | | | [removed: 140] [added: (165)] | | | [removed: 140] [added: 165] | | | — | | | [removed: 140] [added: —] | | | [removed: 0.10] [added: 165] | | | [added: 0.11 | | |]

| Discrete tax items | | | — | | | [removed: 129] [added: 4] | | | [removed: 129] [added: (4)] | | | — | | | [removed: 129] [added: —] | | | [removed: 0.09] [added: (4)] | | | [added: (0.00) | | |]

[removed: 5 For 2023 and 2022,] [added: (4)For 2023,] the effect of assuming the conversion of our 5.50% Mandatory Convertible Preferred Stock, Series A (MCPS) into shares of common stock was anti-dilutive, and therefore excluded from the calculation of *Net income (loss) per common share — diluted* (EPS).

The following section describes our [added: net sales and] results of operations by reportable segment and business.

For additional information on our businesses and product offerings, refer to [removed: *Item] [added: Item] 1.

In 2024, our net sales were $16.747 billion, compared to $14.240 billion in 2023.

In 2023, relevant acquisitions and divestitures included our majority stake investment in Acotec Scientific Holdings Limited (Acotec) and the acquisitions of Apollo Endosurgery, Inc. (Apollo) and Relievant Medsystems, Inc. (Relievant) during the first, second and fourth quarters of 2023, respectively, as well as the divestiture of our pathology business during the second quarter of 2023.

In 2024, relevant acquisitions included the endoluminal vacuum therapy portfolio of B.

Braun Medical Inc. (Braun), Silk Road Medical, Inc. (Silk Road Medical) and Axonics, Inc. (Axonics) during the first, third and fourth quarters of 2024, respectively.

The increase in our net sales was primarily driven by strong commercial execution across our businesses, particularly in our Electrophysiology business unit, which was led by the rapid adoption of our Farapulse™ Pulsed Field Ablation System which launched in 2024.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| Reported | | | $ | 2,282 | | $ | 436 | | $ | 1,846 | | $ | — | | $ | (8) | | $ | 1,853 | | $ | 1.25 | |

| Amortization expense | | | 856 | | | 113 | | | 743 | | | — | | | 9 | | | 734 | | | 0.49 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted | | | $ | 4,229 | | $ | 502 | | $ | 3,726 | | $ | — | | $ | 1 | | $ | 3,725 | | $ | 2.51 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Non-GAAP adjustments: | | | | | | | | | | | | | | | | | | | | | | | |

Organic net sales growth was primarily driven by our stone management, led by our Lumenis Pulse™ Holmium Laser Systems with MOSES™ Technology, and prosthetic urology franchises and our prostate health franchise led by our Rezūm™ Systems.

Cardiology net sales increased $1.636 billion, or 24.4 percent in 2024 compared to 2023.

As a global developer, manufacturer and marketer of medical devices, our business is subject to local and international macroeconomic trends as well as geopolitical factors.

| | | | | | |

| | | | | | |

| All other, including inventory charges and other period expenses | | | (1.6)% | | |

| Year Ended December 31, 2024 | | | 68.6% | | |

The primary factors contributing to the decrease in our gross profit margin for 2024 compared to 2023 were inventory charges, including related to the POLARx™ cryoablation system given the strong commercial adoption of our Farapulse™ Pulsed Field

Ablation System, strategic manufacturing capacity investments and other period expenses, partially offset by increased sales of higher margin products.

The impairment charges recorded in 2024 were primarily associated with amortizable intangible assets established in connection with our acquisitions of Cryterion Medical, Inc. (Cryterion) and Devoro Medical, Inc. (Devoro), which were integrated into our Electrophysiology and Peripheral Interventions business units, respectively.

Intangible assets acquired from Cryterion were impaired due to strong commercial adoption of our Farapulse™ Pulsed Field Ablation System in our Electrophysiology business unit and the resulting lower revenue projections and cannibalization of our cryoablation business.

Intangible assets acquired from Devoro were impaired following management's decision to cancel the related program in the second quarter of 2024.

| Net charges (benefit) | | | $ | (5) | | $ | 58 | | $ | 35 | |

| Payments for prior acquisitions following the achievement of associated milestones | | | 232 | | | 76 | | | 371 | | |

Pursuant to the 2023 Restructuring Plan, we recorded the following restructuring and restructuring-related charges:

| Restructuring charges(1) | | | $ | 16 | | $ | 69 | | $ | 24 | |

| Restructuring-related charges(2) | | | 212 | | | 115 | | | 86 | | |

(2)These charges are primarily recorded within *Cost of products sold, SG&A Expenses* *and* *R&D Expenses*.

The following table presents our restructuring reserve balance:

| | | | As of December 31, | | | | | | | | |

| *(in millions)* | | | 2024 | | | 2023 | | | | | |

| Restructuring reserve balance | | | $ | 26 | | $ | 41 | | | | |

We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as *Litigation-related net charges (credits)* within our consolidated financial statements.

We did not record any litigation-related net charges (credits) in 2024.

All other legal and product liability charges, credits and costs are recorded within *SG&A expenses*.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Reported | | | $ | 1,141 | | $ | 443 | | $ | 698 | | $ | (55) | | $ | 642 | | $ | 0.45 | |

| Amortization expense | | | 803 | | | (109) | | | 694 | | | — | | | 694 | | | 0.48 | | |

| Debt extinguishment net charges | | | 194 | | | (45) | | | 149 | | | — | | | 149 | | | 0.10 | | |

| Adjusted | | | $ | 2,880 | | $ | 366 | | $ | 2,514 | | $ | (55) | | $ | 2,459 | | $ | 1.71 | |

4 Excludes $4 million of amortization expense attributable to noncontrolling interests in 2023.

In the first quarter of 2022, we reorganized our operational structure and have aggregated our core businesses, each of which generate revenues from the sale of medical devices into two reportable segments: MedSurg and Cardiovascular.

Within the Cardiovascular segment, the Cardiology division represents the combined former Rhythm Management and Interventional Cardiology divisions.

We have revised prior periods to conform to the current year presentation.

Operational net sales growth was primarily driven by our stone management franchise, led by our LithoVue™ Single-Use Digital Flexible Ureteroscope System, and our prosthetic urology franchise.

Cardiology net sales increased $776 million, or 13.1 percent in 2023 compared to 2022.

We have revised prior year amounts to conform to the current year's presentation.

Our business has been impacted by global supply chain disruptions which improved in 2023 compared to 2022, however challenges still exist.

In 2021, amounts relate to our Specialty Pharmaceuticals business.

On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business.

In 2022, we generated net sales of $12.682 billion compared to $11.888 billion in 2021.

The increase in our 2022 net sales was primarily driven by acquisitions as well as the strength and diversity of our product portfolio coupled with growth in the underlying markets in which we compete and strong commercial execution.

As a percentage of net sales, our gross profit increased to 69.5 percent in 2023 compared to 68.8 percent in 2022.

| Manufacturing and supply costs | | | (0.6)% | | |

| Net impact of foreign currency fluctuations | | | 1.3% | | |

| All other, including other period expense | | | (0.5)% | | |

These impacts were partially offset by the unfavorable impact of foreign currency and period expenses.

Our gross profit margin for 2022 was flat compared to 2021.

Global supply chain disruption drove increased manufacturing and supply costs, including inflation on costs of certain raw materials and components, direct labor and freight, as well as inefficiencies in our manufacturing plants due to constraints in material availability.

The negative impact on our gross profit margin due to global supply chain disruption was offset by foreign currency fluctuations that drove gains on our foreign currency hedging contracts.

The impairment charges recorded in 2022 were primarily associated with amortizable technology-related intangible assets that were initially established following our acquisition of Vertiflex, Inc., which is now part of our Neuromodulation business, resulting from lower revenue projections due to reimbursement challenges.

The net charges recorded in 2023 and 2022 related primarily to an increase in expected revenue-based payments as a result of over-achievement of net sales performance, primarily related to our acquisition of Farapulse.

In both periods, this increase was partially offset by a reduction in the contingent consideration liability for certain acquisitions for which we reduced the probability of achievement of associated regulatory and commercialization-based milestones upon which payment is conditioned.

On November 15, 2018, our Board of Directors approved, and we committed to, a global restructuring program (the 2019 Restructuring Plan), which was initiated in 2019 and substantially completed in 2022.

The 2019 Restructuring Plan resulted in total pre-tax charges of $461 million and approximately $404 million in cash outlays.

The restructuring reserve balance as of December 31, 2023 was $41 million.

In addition, we recorded restructuring-related charges of $115 million in 2023 primarily within *Cost of products sold,* *SG&A Expenses and R&D Expenses.* In 2022, we recorded restructuring charges of $24 million and restructuring-related charges of $86 million, and the restructuring reserve balance as of December 31, 2022 was $10 million, all associated with our 2019 Restructuring Plan.

In 2023, litigation-related net credits primarily related to the settlement of offensive patent litigation.

In 2022, litigation-related net charges primarily related to litigation associated with our transvaginal surgical mesh products.

As of December 31, 2023 and 2022, the weighted average borrowing rate associated with our outstanding senior notes was 2.6 percent.

| | | | $ | (93) | | | | | $ | (38) | | | | | $ | 218 | |

recording our share of the earnings or losses of equity method investees.

| | | | 19.6 | | % | | | | 19.8 | | % | | | | 16.3 | | % | | | |

The change in our reported tax rate for 2023 compared to 2022, relates primarily to the impact of certain receipts and charges that are taxed at different rates than our effective tax rate.

We had currency derivative instruments outstanding in the contract amount of [removed: $5.899] [added: $7.636] billion as of December 31, [removed: 2023] [added: 2024] and [removed: $7.324] [added: $5.899] billion as of December 31, [removed: 2022.][added: 2023.]

A ten percent appreciation in the U.S. dollar’s value relative to the hedged currencies would increase the derivative instruments’ fair value by [removed: $236] [added: $322] million as of December 31, [removed: 2023] [added: 2024] compared to [removed: $208] [added: $236] million as of December 31, [removed: 2022.][added: 2023.]

A ten percent depreciation in the U.S. dollar’s value relative to the hedged currencies would decrease the derivative instruments’ fair value by [removed: $288] [added: $394] million as of December 31, [removed: 2023] [added: 2024] compared to [removed: $254] [added: $288] million as of December 31, [removed: 2022.][added: 2023.]

We had no interest rate derivative instruments outstanding as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023, $9.136] [added: 2024, $10.451] billion in aggregate principal amount of our outstanding debt obligations were at fixed interest rates, representing approximately [removed: 100] [added: 98] percent of our total debt, on an amortized cost basis.

As of December 31, [removed: 2023,] [added: 2024,] our outstanding debt obligations at fixed interest rates were comprised of senior notes.

We have audited the accompanying consolidated balance sheets of Boston Scientific Corporation [added: and subsidiaries] (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 20, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | [removed: Business Combinations] [added: Valuation of intangible assets acquired in business combinations] | | |

| As disclosed in Note B to the consolidated financial statements, during [removed: 2023, the Company completed] [added: 2024,] the [removed: acquisition of a majority stake investment in Acotec for a purchase price of $381 million. The] Company [removed: also] completed the acquisitions of [removed: Apollo Endosurgery,] [added: Silk Road Medical,] Inc. [removed: for a purchase price of $636 million] and [removed: Relievant Medsystems,] [added: Axonics,] Inc. for [removed: a] purchase [removed: price of $1,067 million, inclusive] [added: prices, net] of [removed: a contingent consideration liability with a fair value] [added: cash acquired,] of [removed: $273] [added: $1,126] million [removed: related to future milestone] and [removed: earn out payments based on future sales performance. The Company determines the fair value of these contingent consideration arrangements, both as part of the initial purchase price allocation, and on an ongoing basis each reporting period until the arrangements are settled. The valuation of contingent consideration represents a Level 3 estimate in the fair value hierarchy due to the significant unobservable inputs used in determining the fair value and the use of management judgment about the assumptions that market participants would use in valuing the liabilities.] [added: $3,409 million, respectively.] Auditing the Company’s accounting for the business combinations was complex due to the significant estimation required by management to determine the fair value of identified intangible assets, which totaled [removed: $907] [added: $1,749] million and principally consisted of developed [removed: technology, and the significant estimation required by management to determine the fair value of the contingent consideration liability. A significant emphasis is placed on the appropriateness of the estimates used by management to determine the fair value of acquired intangible assets and the contingent consideration liability due to the sensitivity of the respective fair values to the underlying assumptions.] [added: technology.] The Company used an income approach to measure the technology-related intangible assets acquired. The significant assumptions used to estimate the fair value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results, including revenue growth rates, [removed: estimates of technological obsolescence, operating profit margin] and [removed: market participant synergies. The Company used the income approach to measure the contingent consideration liability assumed. The significant assumptions used] [added: EBITDA margins attributed] to [removed: estimate] the [removed: fair value of the contingent consideration liability included the probability and timing of payment, future sales forecasts, as well as the appropriate discount rate based on the estimated timing of payments.] [added: assets.] These significant assumptions are forward looking and could be affected by future economic and market conditions. | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for business combination transactions. For example, we tested controls over the identification and valuation of intangible assets, including the [removed: valuation models and] underlying assumptions used to develop such estimates. We read the purchase agreements, evaluated the significant assumptions and methods used in developing the fair value estimates, and tested the recognition of (1) the tangible assets acquired and liabilities assumed at fair value; (2) the identifiable intangible assets acquired at fair value; and (3) goodwill measured as a residual. To test the estimated fair value of the intangible assets acquired, we performed audit procedures that included, among others, evaluating the Company's use of the income approach and testing the significant assumptions used in the model, as described above. [removed: To test the estimated fair value of the contingent consideration liability, we performed audit procedures that included, among others, evaluating the methodology used to value the liability, understanding the terms of the arrangements and conditions that must be met for the amounts to become payable, and testing the significant assumptions used in the model, as described above.] We evaluated the completeness and accuracy of the underlying data used in the analyses. For example, we compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, to the historical results of the acquired [removed: business] [added: businesses] and to other guideline companies within the same industry. We involved our valuation professionals to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. | | |

February 18, 2025

February 20, 2024

As a medical technology leader for more than [removed: 40] [added: 45] years, we have advanced the practice of less-invasive medicine by helping physicians and other medical professionals diagnose and treat a wide range of diseases and medical conditions and improve patients’ quality of life by providing alternatives to surgery and other medical procedures that are typically traumatic to the body.

We advance science for life by providing a broad range of [removed: high performance] [added: high-performance] solutions to address unmet patient needs and reduce the cost of health care.

This includes taking actions to [removed: combat discrimination and advancing equality] [added: advance diversity] and [removed: diversity,] [added: inclusion,] including through financial support of [removed: racial] equity initiatives in the communities where we live and work, protecting the environment, investing in our employees' health and well-being, and many other initiatives that we believe ultimately help us create value responsibly.

Refer to discussion of *Community Outreach* [removed: below] and *Corporate Responsibility* [removed: included in Item 7.][added: below for additional information regarding measures we are undertaking.]

Our Endoscopy business [added: unit] develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) [removed: and pulmonary] conditions with innovative, [removed: less invasive] [added: less-invasive] technologies.

- Resolution 360™ [removed: Clips and] [added: Clips,] Resolution 360™ ULTRA [added: Clips and MANTIS™] Clips, hemostatic clipping technology designed to stop and help prevent bleeding during endoscopic procedures,

- EXALT™ Model D Single-Use Duodenoscopes for use in endoscopic retrograde cholangiopancreatography (ERCP) procedures, the first U.S. Food and Drug Administration (FDA)-cleared single-use (disposable) duodenoscopes on the [removed: market and][added: market,]

Our Urology business [added: unit] develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence.

- our prosthetic urology portfolio, which includes our AMS 700™ penile implant [added: with the TENACIO™ pump] to treat erectile dysfunction and our AMS 800™ Artificial Urinary Sphincter to treat male urinary incontinence,

- GreenLight XPS™ Laser [removed: System, MoXy™ Fiber,] [added: System] and Rezūm™ Systems for treatment of BPH and

[removed: On January 8,] [added: In the fourth quarter of] 2024, we [removed: announced our entry into a definitive agreement to acquire] [added: completed the acquisition of] Axonics, Inc. (Axonics), a publicly traded medical technology company primarily focused on the development and commercialization of devices to treat urinary and bowel dysfunction.

Our Neuromodulation business [added: unit] develops and manufactures devices to treat various neurological movement disorders and manage chronic pain.

- [removed: Precision Montage™ and] WaveWriter Alpha™ Spinal Cord Stimulator (SCS) [removed: Systems,] [added: System,] designed to provide improved pain relief to a wide range of patients who suffer from chronic pain, with proprietary features such as Multiple Independent Current Control, our Illumina 3D™ Proprietary Programming Software and FAST™ Therapy for [added: profound parathesia-free pain relief in minutes, used by physicians to target specific areas of pain and customize stimulation of nerve fibers more precisely,]

- Vercise Genus™ Deep Brain Stimulation (DBS) System for the treatment of Parkinson's disease, [removed: tremor,] [added: tremor] and intractable primary and secondary dystonia, a neurological movement disorder characterized by involuntary muscle contractions, utilizing Stimview™ XT, our proprietary DBS visualization software developed in collaboration with Brainlab AG, providing clinicians with real-time, 3D visualization and stimulation of brain anatomy.

[removed: In addition, in the fourth quarter of 2023, we completed the acquisition of Relievant Medsystems, Inc., a privately held medical technology company that has developed and commercialized the] [added: - our] Intracept™ Intraosseous Nerve Ablation System, the only FDA-cleared system to treat vertebrogenic pain, a form of chronic low back [removed: pain.][added: pain and]

Our Interventional Cardiology Therapies business [added: unit] develops and manufactures technologies for diagnosing and treating coronary artery disease and aortic valve conditions.

- [removed: AVVIGO™ Guidance Systems and AVVIGO™] [added: AVVIGO™+ Multi-Modality] Guidance [removed: System II,] [added: System,] incorporating high-definition IVUS all in a mobile or integrated platform,

- ACURATE *neo2*™ [added: and ACURATE Prime™] Aortic Valve Systems for use in transcatheter aortic valve replacement (TAVR) procedures and

Our WATCHMAN FLX™ [added: and WATCHMAN FLX™ Pro] Left Atrial Appendage Closure (LAAC) Devices are designed to close the left atrial appendage in patients with non-valvular atrial fibrillation who are at risk for ischemic [removed: stroke.][added: stroke and eligible for anticoagulation therapy.]

Our Cardiac Rhythm Management (CRM) business [added: unit] develops and manufactures a variety of implantable devices that monitor the heart and deliver electricity to treat cardiac abnormalities.

- LUX-Dx™ [added: II+™] Insertable Cardiac Monitor (ICM) [removed: systems,] [added: System, a] long-term diagnostic [removed: devices] [added: device] implanted in patients to detect arrhythmias associated with conditions such as atrial fibrillation (AF), cryptogenic stroke and syncope and

In the third quarter of [removed: 2023,] [added: 2024,] we received [removed: FDA clearance and launched] [added: CE Mark for] the [removed: next-generation] LUX-Dx II/II+™ ICM system for long-term monitoring of arrhythmias.

Our Electrophysiology business [added: unit] develops and manufactures less-invasive medical technologies used in the diagnosis and treatment of rate and rhythm disorders of the heart, including a broad portfolio of therapeutic and diagnostic catheters and a variety of equipment used in the Electrophysiology lab.

- [removed: Rhythmia™] [added: OPAL HDx™] Mapping [removed: Systems,] [added: System,] catheter-based, 3-D cardiac mapping and navigation solutions designed to help diagnose and guide treatment of a variety of arrhythmias,

- IntellaMap Orion™ Mapping Catheters, for use with our [removed: Rhythmia] [added: OPAL HDx™] Mapping System to provide high-density, high-resolution maps of the heart.

Our Peripheral Interventions business [added: unit] develops and manufactures products to diagnose and treat peripheral arterial and venous diseases, as well as products to diagnose, treat and ease various forms of cancer.

Our broad peripheral portfolio includes stent systems, balloon catheters, guidewires, atherectomy and thrombectomy systems, embolization devices, radioactive microspheres, radiofrequency and cryotherapy ablation systems, [removed: microcatheters and] [added: microcatheters,] drainage [removed: catheters.][added: catheters and transcarotid artery revascularization.]

Our interventional oncology [added: and embolization] product offerings include the following:

- Renegade™ HI-FLO™ [removed: Fathom™] Microcatheter and [added: Fathom™] Guidewire System and Interlock™ - 35 Fibered IDC™ and [added: Interlock™ -] 18 Fibered IDC™ Occlusion System for peripheral embolization,

Our primary competitors include [removed: Abbott Laboratories] [added: large manufacturers with multiple lines of business] and [removed: Medtronic plc,] [added: competing products,] as well as a wide range of medical device companies that sell a single or limited number of competitive products or participate in only a specific market segment.

We market our products and solutions to hospitals, clinics, outpatient facilities and medical offices in [removed: 140] [added: 127] countries worldwide.

In the aggregate, these intellectual property assets and licenses are of material importance to our business; however, we believe that no single patent, [removed: technology,] [added: trade secret,] trademark, intellectual property asset or license is material in relation to our business as a whole.

See *Note I – Commitments and Contingencies* to our [removed: 2023] [added: 2024] consolidated financial statements included in Item 8.

[removed: For novel] technologies, the FDA may seek input from an advisory panel of medical experts and seek their views on the safety, effectiveness and benefit-risk of the device.

In the European Union (EU), we are required to comply with the Medical Device Regulation (MDR or EU MDR) [removed: which became] effective [removed: in] May 2021, [removed: superseding] [added: which superseded] the existing Medical Device and Active Implantable Medical Device Directives.

Medical devices [removed: which] [added: that] have a valid CE Certificate to the [removed: prior] Directives [removed: (issued] [added: issued] before May [removed: 2021)] [added: 2021] can continue to be sold during the applicable transition period or until the CE Certificate expires, whichever comes first, providing there are no significant changes to the design or intended use.

MDR also modifies and increases the compliance requirements for the medical device industry and [added: has required significant investment and] will continue to require [removed: significant] [added: ongoing] investment over the next few years to transition all products.

The FDA may also enjoin and restrain a company for certain violations of the Food, Drug and Cosmetic Act and the Safe Medical Devices Act, [added: pertaining to medical devices, or initiate action for criminal prosecution of such violations.]

[removed: The Government Affairs office also] advocates for public policy that benefits our employees and the patients we serve and supports the communities in which we live.

[removed: Refer to *Corporate Responsibility* included in Item 7.][added: Corporate Responsibility]

- our endoluminal surgery portfolio, including our OverStitch™ Endoscopic Suturing System, used to close gastrointestinal defects and our endobariatric portfolio, including our Orbera™ Intragastric Balloon System used to aid in weight loss for patients suffering from obesity and

In the first quarter of 2024, we received FDA approval for an expanded indication of the WaveWriter™ SCS Systems for the treatment of chronic low back and leg pain in people who have not had prior back surgery.

In the first quarter of 2024, we received FDA approval of the AGENT™ Drug-Coated Balloon, the first drug-coated coronary balloon in the U.S., which is indicated to treat in-stent restenosis in patients with coronary artery disease and in the second quarter of 2024, initiated the U.S. launch.

In addition, in the third quarter of 2024, we received CE Mark and initiated the European launch of the ACURATE™ Prime™ Aortic Valve System, the company's next-generation transcatheter aortic valve replacement technology designed to treat severe aortic stenosis in patients across all surgical risk levels while also expanding the treatment range to patients with a larger anatomy.

In the first quarter of 2024, we received FDA clearance and initiated the U.S. launch of the WATCHMAN TruSteer™ Access System, a steerable sheath designed to improve implant success of the WATCHMAN FLX™ Pro and WATCHMAN FLX™ LAAC Devices.

In addition, in the third quarter of 2024, we received FDA approval to expand the indication for the current-generation INGEVITY™+ Pacing Leads to include conduction system pacing and sensing of the left bundle branch area of the heart when connected to a single-or dual-chamber pacemaker.

In the first quarter of 2024, we commenced the U.S. launch of the FARAPULSE™ PFA System.

We received National Medical Products Administration (NMPA) approval in China and Pharmaceuticals and Medical Device Agency (PMDA) approval in Japan in the second and third quarter of 2024, respectively.

In addition, in the third quarter of 2024, we received FDA approval for the navigation-enabled FARAWAVE™ NAV Ablation Catheter for the treatment of paroxysmal AF and FDA 510(k) clearance for the new FARAVIEW™ Software, which combine to provide visualization for cardiac ablation procedures with the OPAL HDx™ Mapping System.

Since the launch of the FARAPULSE™ PFA System, we have observed rapid conversion from legacy treatment modalities to PFA.

It is now the predominant component of our Electrophysiology business unit and revenue.

In the third quarter of 2024, we completed our acquisition of Silk Road Medical, Inc. (Silk Road Medical), a publicly traded medical device company that has developed an innovative platform of products to prevent stroke in patients with carotid artery disease through a minimally-invasive procedure called transcarotid artery revascularization.

For novel

In China, we are required to comply with NMPA regulations.

The Government Affairs office also

We have obtained ISO14001:2015, Environmental Management Standard certification for 18 of our key locations and ISO50001, Energy Management Standard certification for 13 of our key locations.

*Workforce Development*

In recent years, we have made steady progress to improve the diversity of our workforce.

We focus on ensuring our employees drive meaningful, long-lasting change in our communities.

Our community work connects the talents, resources and skills of our employees to charitable organizations that are cultivating healthier communities across the globe.

Our sustainable environmental, social and governance (ESG) practices underpin all aspects of our global business.

Our approach is aligned with the United Nations Sustainable Development Goals and our material topics and practices are informed by a broad range of internal and external stakeholders – locally, nationally and globally.

Our employees around the world work with suppliers and other organizations that share our commitment to these practices that help address issues related to health inequity, economic disparity, climate change and environmental protection.

Our ESG team works closely with subject matter experts and key advisors from across the business to implement our ESG practices and determine how we measure and share progress.

We also continue to focus on making measurable progress toward shaping a better future for our planet by proactively addressing our energy consumption, carbon emissions and waste management.

We are focused on a “C3” strategy: Cutting energy use, Converting to renewable energy sources and Compensating with carbon offset projects where needed.

Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for additional information regarding measures we are undertaking.

In the second quarter of 2023, we completed the acquisition of Apollo Endosurgery, Inc., a public company that has developed and commercialized endoscopic suturing devices including OverStitch™ Endoscopic Suturing Systems and X-Tack™ Endoscopic HeliX Tacking Systems and endobariatric devices including the Apollo ESG™ and Apollo REVISE™ Systems, the first devices authorized by the FDA for endoscopic sleeve gastroplasty and endoscopic bariatric revision procedures, as well as the Orbera™® Intragastric Balloon for endoscopic weight management.

In the first quarter of 2023, we received FDA clearance for and launched our LithoVue™ Elite Single-Use Digital Flexible Ureteroscope System, the first ureteroscope with the ability to monitor intrarenal pressure in real-time during ureteroscopy procedures.

Pending Axonics Acquisition

The purchase price is $71.00 in cash per share, or approximately $3.670 billion.

The transaction is expected to close in the first half of 2024, subject to customary closing conditions.

We plan to fund the acquisition through a mix of cash on hand and new debt.

The Axonics business will be integrated into our Urology division.

profound parathesia-free pain relief in minutes, used by physicians to target specific areas of pain and customize stimulation of nerve fibers more precisely,

- our Cognita™ Practice Optimization suite of tools designed to increase awareness, streamline patient management, and sustain long-term outcomes for patients

In the second quarter of 2023, we received FDA approval for the Vercise™ Neural Navigator 5 Software, which when used with the Vercise Genus™ DBS systems can help provide clinicians with simple and actionable data for efficient programming in the treatment of people living with Parkinson's disease or essential tremor.

In the third quarter of 2023, we received CE Mark, FDA clearance and Japanese Pharmaceuticals and Medical Devices Agency (PMDA) approval for the AVVIGO™+ Multi-Modality Guidance System, a next-generation technology that provides high-quality IVUS imaging and physiologic assessment of coronary vessels and lesions.

In the third quarter of 2023, we received FDA approval for the latest-generation WATCHMAN FLX™ Pro LAAC Device, which is designed to improve visualization during device placement, reduce device-related thrombus post-implant and treat a broader range of patient anatomies.

Additionally, our entire transvenous defibrillator portfolio leverages our EnduraLife™ Battery Technology and has magnetic resonance imaging (MRI) conditional labeling when used with our current generation of leads.

In the third quarter of 2023, we received FDA approval for the POLARx™ Cryoablation System, which includes the POLARx™ FIT Cryoablation Balloon Catheter, and in the first quarter of 2024, we received FDA approval for the FARAPULSE™ PFA System, both of which are used to treat patients with paroxysmal AF.

In the first quarter of 2023, we acquired a majority stake investment in Acotec Scientific Holdings Limited (Acotec), a publicly traded Chinese manufacturer of drug-coated balloons and other products used in the treatment of vascular and other diseases, complementing our existing Peripheral Interventions portfolio.

In addition, in the second quarter of 2023, we received FDA 510(k) clearance for the EMBOLD™ Soft and Packing Coils, which, along with the EMBOLD™ Fibered Coil, complete the EMBOLD™ Detachable Coil System, a peripheral embolization platform for vessel occlusion designed to simplify operator workflow and streamline inventory for hospitals.

In the fourth quarter of 2023, we started to introduce our OBSIDIO™ Conformable Embolic for use in the embolization of hypervascular tumors and blood vessels to occlude blood flow for controlling bleeding/hemorrhaging in the peripheral vasculature.

pertaining to medical devices, or initiate action for criminal prosecution of such violations.

Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for further discussion.

*Diversity, Equity and Inclusion (DE&I)*

In recent years, we have made steady progress to increase the overall representation of employees who identify as women and as Black/African American, Asian, Hispanic/Latino, American Indian/Alaska Native, Native Hawaiian/Other Pacific Islander, and two or more races (together, multicultural talent).

As of December 31, 2023, women represented 36 percent of our Board of Directors, and 49 percent of our employees.

In addition, 38 percent of employees in the U.S. and Puerto Rico identified as multicultural.

We have taken steps to further expand the number of Black-owned enterprises that provide supply chain services for our business in the U.S., and also support small and diverse vendors by shortening our standard payment terms.

Since 2021, our annual bonus plan has included performance measures for certain environmental, social and governance (ESG) goals.

For additional information on our annual bonus plan, refer to our Proxy Statement for the 2023 Annual Meeting of Shareholders.

We work to advance possibilities in our three focus areas of health, STEM education and community.

Our efforts evolve frequently as do the pressing needs of our communities.

In 2023, we provided approximately $2 million in aid to 9 countries impacted by disasters through Boston Scientific and Boston Scientific Foundation funding.

Through employee contributions and the Boston Scientific match, a total of nearly $2 million was donated in 2023.

To help offset a World Health Organization projected shortfall of 10 million health care workers by 2030, we collaborate with organizations training medical staff to conduct critical disease screenings.

Printed copies of these posted materials are also available free of charge to stockholders who request them in writing from Investor Relations, 300 Boston Scientific Way, Marlborough, MA 01752-1234.

- The potential impact to internal control over financial reporting relating to potential restrictions to access to consigned inventory at customer locations for our inventory count procedures.

Cost Reduction and Optimization Initiatives

- Business disruption and employee distraction as we execute our global compliance program, restructuring and optimization plans and any divestitures of assets or businesses and implement our other strategic and cost reduction initiatives.

Financial Statements and Supplementary Data of [removed: Part II of] this Annual Report on Form 10-K, which is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $79.0] [added: $113.1] billion based on the last reported sale price of [removed: $54.09] [added: $77.01] of the registrant’s common stock on the New York Stock Exchange on June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares outstanding of Common Stock, $0.01 par value per share, as of January 31, [removed: 2024] [added: 2025] was [removed: 1,467,095,627.][added: 1,475,778,104.]

Portions of the registrant’s definitive proxy statement to be filed within 120 days of December 31, [removed: 2023] [added: 2024] with the Securities and Exchange Commission in connection with its [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

| [ITEM [removed: 1.](#if966a1efad444c678cb814a4ff4d0758_16)] [added: 1.](#i8f41df5d88da45d29030e84e2199f31a_16)] | | | [removed: [BUSINESS](#if966a1efad444c678cb814a4ff4d0758_16)] [added: [BUSINESS](#i8f41df5d88da45d29030e84e2199f31a_16)] | | | [removed: [3](#if966a1efad444c678cb814a4ff4d0758_16)] [added: [3](#i8f41df5d88da45d29030e84e2199f31a_16)] | | |

| [ITEM [removed: 1A.](#if966a1efad444c678cb814a4ff4d0758_19)] [added: 1A.](#i8f41df5d88da45d29030e84e2199f31a_19)] | | | [RISK [removed: FACTORS](#if966a1efad444c678cb814a4ff4d0758_19)] [added: FACTORS](#i8f41df5d88da45d29030e84e2199f31a_19)] | | | [removed: [19](#if966a1efad444c678cb814a4ff4d0758_19)] [added: [18](#i8f41df5d88da45d29030e84e2199f31a_19)] | | |

| [ITEM [removed: 1B.](#if966a1efad444c678cb814a4ff4d0758_22)] [added: 1B.](#i8f41df5d88da45d29030e84e2199f31a_22)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#if966a1efad444c678cb814a4ff4d0758_22)] [added: COMMENTS](#i8f41df5d88da45d29030e84e2199f31a_22)] | | | [removed: [33](#if966a1efad444c678cb814a4ff4d0758_22)] [added: [32](#i8f41df5d88da45d29030e84e2199f31a_22)] | | |

| [ITEM [removed: 1C.](#if966a1efad444c678cb814a4ff4d0758_1909)] [added: 1C.](#i8f41df5d88da45d29030e84e2199f31a_25)] | | | [removed: [CYBERSECURITY](#if966a1efad444c678cb814a4ff4d0758_1909)] [added: [CYBERSECURITY](#i8f41df5d88da45d29030e84e2199f31a_25)] | | | [removed: [33](#if966a1efad444c678cb814a4ff4d0758_22)] [added: [32](#i8f41df5d88da45d29030e84e2199f31a_22)] | | |

| [ITEM [removed: 2.](#if966a1efad444c678cb814a4ff4d0758_25)] [added: 2.](#i8f41df5d88da45d29030e84e2199f31a_28)] | | | [removed: [PROPERTIES](#if966a1efad444c678cb814a4ff4d0758_25)] [added: [PROPERTIES](#i8f41df5d88da45d29030e84e2199f31a_28)] | | | [removed: [34](#if966a1efad444c678cb814a4ff4d0758_25)] [added: [33](#i8f41df5d88da45d29030e84e2199f31a_28)] | | |

| [ITEM [removed: 3.](#if966a1efad444c678cb814a4ff4d0758_28)] [added: 3.](#i8f41df5d88da45d29030e84e2199f31a_31)] | | | [LEGAL [removed: PROCEEDINGS](#if966a1efad444c678cb814a4ff4d0758_28)] [added: PROCEEDINGS](#i8f41df5d88da45d29030e84e2199f31a_31)] | | | [removed: [34](#if966a1efad444c678cb814a4ff4d0758_28)] [added: [33](#i8f41df5d88da45d29030e84e2199f31a_31)] | | |

| [ITEM [removed: 4.](#if966a1efad444c678cb814a4ff4d0758_31)] [added: 4.](#i8f41df5d88da45d29030e84e2199f31a_34)] | | | [MINE SAFETY [removed: DISCLOSURES](#if966a1efad444c678cb814a4ff4d0758_31)] [added: DISCLOSURES](#i8f41df5d88da45d29030e84e2199f31a_34)] | | | [removed: [34](#if966a1efad444c678cb814a4ff4d0758_31)] [added: [34](#i8f41df5d88da45d29030e84e2199f31a_34)] | | |

| [ITEM [removed: 5.](#if966a1efad444c678cb814a4ff4d0758_37)] [added: 5.](#i8f41df5d88da45d29030e84e2199f31a_40)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#if966a1efad444c678cb814a4ff4d0758_37)] [added: SECURITIES](#i8f41df5d88da45d29030e84e2199f31a_40)] | | | [removed: [35](#if966a1efad444c678cb814a4ff4d0758_37)] [added: [35](#i8f41df5d88da45d29030e84e2199f31a_40)] | | |

| [ITEM [removed: 6.](#if966a1efad444c678cb814a4ff4d0758_40)] [added: 6.](#i8f41df5d88da45d29030e84e2199f31a_43)] | | | [removed: [RESERVED](#if966a1efad444c678cb814a4ff4d0758_40)] [added: [RESERVED](#i8f41df5d88da45d29030e84e2199f31a_43)] | | | [removed: [37](#if966a1efad444c678cb814a4ff4d0758_40)] [added: [37](#i8f41df5d88da45d29030e84e2199f31a_43)] | | |

| [ITEM [removed: 7.](#if966a1efad444c678cb814a4ff4d0758_43)] [added: 7.](#i8f41df5d88da45d29030e84e2199f31a_46)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#if966a1efad444c678cb814a4ff4d0758_43)] [added: OPERATIONS](#i8f41df5d88da45d29030e84e2199f31a_46)] | | | [removed: [38](#if966a1efad444c678cb814a4ff4d0758_43)] [added: [38](#i8f41df5d88da45d29030e84e2199f31a_46)] | | |

| [ITEM [removed: 7A.](#if966a1efad444c678cb814a4ff4d0758_73)] [added: 7A.](#i8f41df5d88da45d29030e84e2199f31a_76)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#if966a1efad444c678cb814a4ff4d0758_73)] [added: RISK](#i8f41df5d88da45d29030e84e2199f31a_76)] | | | [removed: [63](#if966a1efad444c678cb814a4ff4d0758_73)] [added: [63](#i8f41df5d88da45d29030e84e2199f31a_76)] | | |

| [ITEM [removed: 8.](#if966a1efad444c678cb814a4ff4d0758_79)] [added: 8.](#i8f41df5d88da45d29030e84e2199f31a_82)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#if966a1efad444c678cb814a4ff4d0758_79)] [added: DATA](#i8f41df5d88da45d29030e84e2199f31a_82)] | | | [removed: [66](#if966a1efad444c678cb814a4ff4d0758_79)] [added: [66](#i8f41df5d88da45d29030e84e2199f31a_82)] | | |

| [ITEM [removed: 9.](#if966a1efad444c678cb814a4ff4d0758_172)] [added: 9.](#i8f41df5d88da45d29030e84e2199f31a_172)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#if966a1efad444c678cb814a4ff4d0758_172)] [added: DISCLOSURE](#i8f41df5d88da45d29030e84e2199f31a_172)] | | | [removed: [120](#if966a1efad444c678cb814a4ff4d0758_172)] [added: [123](#i8f41df5d88da45d29030e84e2199f31a_172)] | | |

| [ITEM [removed: 9A.](#if966a1efad444c678cb814a4ff4d0758_175)] [added: 9A.](#i8f41df5d88da45d29030e84e2199f31a_175)] | | | [CONTROLS AND [removed: PROCEDURES](#if966a1efad444c678cb814a4ff4d0758_175)] [added: PROCEDURES](#i8f41df5d88da45d29030e84e2199f31a_175)] | | | [removed: [120](#if966a1efad444c678cb814a4ff4d0758_175)] [added: [123](#i8f41df5d88da45d29030e84e2199f31a_175)] | | |

| [ITEM [removed: 9B.](#if966a1efad444c678cb814a4ff4d0758_178)] [added: 9B.](#i8f41df5d88da45d29030e84e2199f31a_178)] | | | [OTHER [removed: INFORMATION](#if966a1efad444c678cb814a4ff4d0758_178)] [added: INFORMATION](#i8f41df5d88da45d29030e84e2199f31a_178)] | | | [removed: [120](#if966a1efad444c678cb814a4ff4d0758_178)] [added: [123](#i8f41df5d88da45d29030e84e2199f31a_178)] | | |

| [ITEM [removed: 9C.](#if966a1efad444c678cb814a4ff4d0758_181)] [added: 9C.](#i8f41df5d88da45d29030e84e2199f31a_187)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#if966a1efad444c678cb814a4ff4d0758_181)] [added: INSPECTIONS](#i8f41df5d88da45d29030e84e2199f31a_187)] | | | [removed: [121](#if966a1efad444c678cb814a4ff4d0758_181)] [added: [124](#i8f41df5d88da45d29030e84e2199f31a_187)] | | |

| [ITEM [removed: 10.](#if966a1efad444c678cb814a4ff4d0758_187)] [added: 10.](#i8f41df5d88da45d29030e84e2199f31a_193)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#if966a1efad444c678cb814a4ff4d0758_187)] [added: GOVERNANCE](#i8f41df5d88da45d29030e84e2199f31a_193)] | | | [removed: [122](#if966a1efad444c678cb814a4ff4d0758_187)] [added: [125](#i8f41df5d88da45d29030e84e2199f31a_193)] | | |

| [ITEM [removed: 11.](#if966a1efad444c678cb814a4ff4d0758_190)] [added: 11.](#i8f41df5d88da45d29030e84e2199f31a_196)] | | | [EXECUTIVE [removed: COMPENSATION](#if966a1efad444c678cb814a4ff4d0758_190)] [added: COMPENSATION](#i8f41df5d88da45d29030e84e2199f31a_196)] | | | [removed: [122](#if966a1efad444c678cb814a4ff4d0758_190)] [added: [125](#i8f41df5d88da45d29030e84e2199f31a_196)] | | |

| [ITEM [removed: 12.](#if966a1efad444c678cb814a4ff4d0758_193)] [added: 12.](#i8f41df5d88da45d29030e84e2199f31a_199)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#if966a1efad444c678cb814a4ff4d0758_193)] [added: MATTERS](#i8f41df5d88da45d29030e84e2199f31a_199)] | | | [removed: [122](#if966a1efad444c678cb814a4ff4d0758_193)] [added: [125](#i8f41df5d88da45d29030e84e2199f31a_199)] | | |

| [ITEM [removed: 13.](#if966a1efad444c678cb814a4ff4d0758_196)] [added: 13.](#i8f41df5d88da45d29030e84e2199f31a_202)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#if966a1efad444c678cb814a4ff4d0758_196)] [added: INDEPENDENCE](#i8f41df5d88da45d29030e84e2199f31a_202)] | | | [removed: [122](#if966a1efad444c678cb814a4ff4d0758_196)] [added: [125](#i8f41df5d88da45d29030e84e2199f31a_202)] | | |

| [ITEM [removed: 14.](#if966a1efad444c678cb814a4ff4d0758_199)] [added: 14.](#i8f41df5d88da45d29030e84e2199f31a_205)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#if966a1efad444c678cb814a4ff4d0758_199)] [added: SERVICES](#i8f41df5d88da45d29030e84e2199f31a_205)] | | | [removed: [122](#if966a1efad444c678cb814a4ff4d0758_199)] [added: [125](#i8f41df5d88da45d29030e84e2199f31a_205)] | | |

| [ITEM [removed: 15.](#if966a1efad444c678cb814a4ff4d0758_205)] [added: 15.](#i8f41df5d88da45d29030e84e2199f31a_211)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#if966a1efad444c678cb814a4ff4d0758_205)] [added: SCHEDULES](#i8f41df5d88da45d29030e84e2199f31a_211)] | | | [removed: [123](#if966a1efad444c678cb814a4ff4d0758_205)] [added: [126](#i8f41df5d88da45d29030e84e2199f31a_211)] | | |

| [ITEM [removed: 16.](#if966a1efad444c678cb814a4ff4d0758_208)] [added: 16.](#i8f41df5d88da45d29030e84e2199f31a_214)] | | | [FORM 10-K [removed: SUMMARY](#if966a1efad444c678cb814a4ff4d0758_208)] [added: SUMMARY](#i8f41df5d88da45d29030e84e2199f31a_214)] | | | [removed: [133](#if966a1efad444c678cb814a4ff4d0758_208)] [added: [133](#i8f41df5d88da45d29030e84e2199f31a_214)] | | |

| [PART I](#i8f41df5d88da45d29030e84e2199f31a_13) | | | | | | [3](#i8f41df5d88da45d29030e84e2199f31a_13) | | |

| [PART II](#i8f41df5d88da45d29030e84e2199f31a_37) | | | | | | [35](#i8f41df5d88da45d29030e84e2199f31a_37) | | |

| [PART III](#i8f41df5d88da45d29030e84e2199f31a_190) | | | | | | [125](#i8f41df5d88da45d29030e84e2199f31a_190) | | |

| [PART IV](#i8f41df5d88da45d29030e84e2199f31a_208) | | | | | | [126](#i8f41df5d88da45d29030e84e2199f31a_208) | | |

| [SIGNATURES](#i8f41df5d88da45d29030e84e2199f31a_217) | | | | | | [134](#i8f41df5d88da45d29030e84e2199f31a_217) | | |

| [PART I](#if966a1efad444c678cb814a4ff4d0758_13) | | | | | | [3](#if966a1efad444c678cb814a4ff4d0758_13) | | |

| [PART II](#if966a1efad444c678cb814a4ff4d0758_34) | | | | | | [35](#if966a1efad444c678cb814a4ff4d0758_34) | | |

| [PART III](#if966a1efad444c678cb814a4ff4d0758_184) | | | | | | [122](#if966a1efad444c678cb814a4ff4d0758_184) | | |

| [PART IV](#if966a1efad444c678cb814a4ff4d0758_202) | | | | | | [123](#if966a1efad444c678cb814a4ff4d0758_202) | | |

| [SIGNATURES](#if966a1efad444c678cb814a4ff4d0758_211) | | | | | | [134](#if966a1efad444c678cb814a4ff4d0758_211) | | |

We have established [added: an enterprise cybersecurity program, which is administered by] a [removed: security program] [added: cross-functional team of cybersecurity professionals that includes employees] and [added: third party contractors and vendors, that utilizes various tools, methodologies and] processes to assess, identify and manage cybersecurity risks related to our IT and OT systems, as well as our products.

Our current CISO has [added: over 19 years of] extensive information technology experience, including in security architecture, software development and engineering, as well as leading security operations and incident response, offensive and defensive cyber projects in increasing roles of responsibility.

Our [removed: enterprise] cybersecurity program is designed to monitor and continually enhance our enterprise security posture, with the goal of preventing cybersecurity incidents to the extent feasible, including assessments to better understand our readiness for cybersecurity threats and the resilience of our critical business functions, with the goal of avoiding or reducing the impact if such an event were to occur.

We have implemented cybersecurity policies mapped to industry and government standards and frameworks, such as U.S. National Institute of Standards and Technology (NIST) and International Standard of [removed: Organization (ISO).][added: Organization, and our strategy is aligned to the NIST CyberSecurity Framework that provides us a structured approach to managing our cybersecurity risk through its five core functions.]

We [removed: also] regularly review our cybersecurity policies and require annual cybersecurity training for our employees.

We engage and rely upon third parties to provide services and/or goods, represent [removed: and or] [added: and/or] otherwise act on our behalf.

Assessing, identifying, and managing cybersecurity related risks are [added: also] integrated into our enterprise risk management (ERM) program.

The ERM program’s annual risk assessment is presented annually to our Board of [removed: Directors and the Risk Committee of the Board.][added: Directors.]

[added: The Risk Committee] of our Board also focuses on an enterprise-wide approach to risk management, and has primary oversight responsibility for areas of quality and nonfinancial compliance issues, including cybersecurity risks.

The Risk Committee receives periodic updates from the CISO and CIDO on our [removed: cyber] [added: cybersecurity] risks and threats, assessments of our cybersecurity program and the evolving threat landscape.

Our Board [removed: and Risk Committee] [added: of Directors] also receive cybersecurity risk assessments as part of the annual ERM program presentation described above.

Under our framework, cybersecurity issues, including those involving vulnerabilities introduced by our [added: IT, OT systems and] use of third-party software, are analyzed by subject matter experts, including a crisis committee as needed in accordance with our incident response plans, for potential financial, operational, and reputational risks, based on, among other factors, the nature of the matter and breadth of impact.

*Risk Management and Strategy*

We also periodically conduct simulation exercises involving employees at various levels of the organization, as well as our Board of Directors, to prepare for cybersecurity incidents and response planning.

We perform supplemental reviews as necessary commensurate with the risk associated with each third party, for example, if or when a third party is affected by an incident, that directly or indirectly impacts our company we undertake a full assessment and implement additional controls commensurate to the risk.

Furthermore, to minimize risks and vulnerabilities to our systems, our cybersecurity team continuously monitors and addresses cybersecurity threats and incidents at third-party service providers.

*Governance*

Our cybersecurity strategy and maturity is aligned to the NIST-Cybersecurity Framework (NIST CSF).

This framework provides us a structured approach to managing our cybersecurity risk through its five core functions: Identification of digital assets, their risks, and business context; Protection, by implementing safeguards such as firewalls, network segmentation, and email security; Detection: through monitoring for anomalies and potential threats on the network, endpoints and data; Response, by having up to date incident response plans and skilled teams in place, including utilizing a crisis committee to respond in the event of a cybersecurity incident; and Recovery, achieved through ensuring data and system backups as well as testing our disaster recovery procedures.

The Risk Committee

As of December 31, [removed: 2023,] [added: 2024,] we maintained [removed: 15] [added: 16] principal manufacturing facilities, including eight in the U.S. and Puerto Rico, three in Ireland, two in Costa Rica, one in Malaysia, one in Brazil, [added: one in China,] as well as a Global Headquarters in the U.S. and various distribution and technology centers around the world.

The following is a summary of our facilities as of December 31, [removed: 2023] [added: 2024] (in approximate square feet):

(2) Includes our principal manufacturing facilities in California, Indiana, [removed: Brazil] [added: Brazil, China] and Heredia, Costa Rica, as well as our regional headquarters located in Singapore and Voisins-le-Bretonneux, France.

| U.S. | | | 4,148,417 | | | | | | 2,249,380 | | | | | | 6,397,797 | | |

| International | | | 3,615,983 | | | | | | 2,410,040 | | | | | | 6,026,023 | | |

| | | | 7,764,400 | | | | | | 4,659,420 | | | | | | 12,423,820 | | |

| U.S. | | | 4,264,041 | | | | | | 1,904,898 | | | | | | 6,168,939 | | |

| International | | | 2,928,410 | | | | | | 2,088,089 | | | | | | 5,016,499 | | |

| | | | 7,192,451 | | | | | | 3,992,987 | | | | | | 11,185,438 | | |

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 5,432] [added: 5,072] holders of record of our common stock.

We did not pay a cash dividend in [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021] [added: 2022] on our common stock and currently we do not intend to pay cash dividends on our common stock.

On December 14, 2020, our Board of Directors [removed: approved, and we announced,] [added: approved] a stock repurchase program authorizing the repurchase of up to $1.000 billion of our common stock (2020 Share Repurchase Program).

We made no share repurchases in [removed: 2023] [added: 2024] or [removed: 2022] [added: 2023] and, as of December 31, [removed: 2023,] [added: 2024,] had the full $1.000 billion remaining available under the 2020 Share Repurchase Program.

There were no purchases of equity securities by the issuer or affiliated purchases in the fourth quarter of [removed: 2023,] [added: 2024,] required to be reported here.

The graph assumes $100 was invested in our common stock and in each of the named indices on December 31, [removed: 2018] [added: 2019] and that any dividends were reinvested.

[removed: ][added: ]

| [removed: | | |] Year Ended December [removed: 31,] [added: 31, 2024] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| *(in millions, except per share data)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 14,240] [added: 16,747] | | | | | $ | [removed: 12,682] [added: 14,240] | | | | | $ | [removed: 11,888] [added: 12,682] | |

| Cost of products sold | | | [removed: 4,345] [added: 5,257] | | | | | | [removed: 3,956] [added: 4,345] | | | | | | [removed: 3,711] [added: 3,956] | | |

| Gross profit | | | [removed: 9,896] [added: 11,490] | | | | | | [removed: 8,727] [added: 9,896] | | | | | | [removed: 8,177] [added: 8,727] | | |

| Selling, general and administrative expenses | | | [removed: 5,190] [added: 5,984] | | | | | | [removed: 4,520] [added: 5,190] | | | | | | [removed: 4,359] [added: 4,520] | | |

| Research and development expenses | | | [removed: 1,414] [added: 1,615] | | | | | | [removed: 1,323] [added: 1,414] | | | | | | [removed: 1,204] [added: 1,323] | | |

| Royalty expense | | | [removed: 46] [added: 33] | | | | | | [removed: 47] [added: 46] | | | | | | [removed: 49] [added: 47] | | |

| Amortization expense | | | [removed: 828] [added: 856] | | | | | | [removed: 803] [added: 828] | | | | | | [removed: 741] [added: 803] | | |

| Intangible asset impairment charges | | | [removed: 58] [added: 386] | | | | | | [removed: 132] [added: 58] | | | | | | [removed: 370] [added: 132] | | |

| Contingent consideration net expense (benefit) | | | [removed: 58] [added: (5)] | | | | | | [removed: 35] [added: 58] | | | | | | [removed: (136)] [added: 35] | | |

| Restructuring net charges (credits) | | | [removed: 69] [added: 16] | | | | | | [removed: 24] [added: 69] | | | | | | [removed: 40] [added: 24] | | |

| Litigation-related net charges (credits) | | | [removed: (111)] [added: —] | | | | | | [removed: 173] [added: (111)] | | | | | | [removed: 430] [added: 173] | | |

| Loss (gain) on disposal of businesses and assets | | | — | | | | | | [removed: 22] [added: —] | | | | | | [removed: (78)] [added: 22] | | |

| | | | [removed: 7,553] [added: 8,887] | | | | | | [removed: 7,078] [added: 7,553] | | | | | | [removed: 6,978] [added: 7,078] | | |

| Operating income (loss) | | | [removed: 2,343] [added: 2,603] | | | | | | [removed: 1,649] [added: 2,343] | | | | | | [removed: 1,199] [added: 1,649] | | |

| Interest expense | | | [removed: (265)] [added: (305)] | | | | | | [removed: (470)] [added: (265)] | | | | | | [removed: (341)] [added: (470)] | | |

| Other, net | | | [removed: (93)] [added: (16)] | | | | | | [removed: (38)] [added: (93)] | | | | | | [removed: 218] [added: (38)] | | |

| Income (loss) before income taxes | | | [removed: 1,985] [added: 2,282] | | | | | | [removed: 1,141] [added: 1,985] | | | | | | [removed: 1,076] [added: 1,141] | | |

| Income tax expense (benefit) | | | [removed: 393] [added: 436] | | | | | | [removed: 443] [added: 393] | | | | | | [removed: 36] [added: 443] | | |

| Net income (loss) | | | [removed: 1,592] [added: 1,846] | | | | | | [removed: 698] [added: 1,592] | | | | | | [removed: 1,041] [added: 698] | | |

| Preferred stock dividends | | | [removed: (23)] [added: —] | | | | | | [removed: (55)] [added: (23)] | | | | | | (55) | | |

| Net income (loss) attributable to noncontrolling interests | | | [removed: (1)] [added: (8)] | | | | | | [removed: —] [added: (1)] | | | | | | — | | |

| Net income (loss) attributable to Boston Scientific common stockholders | | | $ | [removed: 1,570] [added: 1,853] | | | | | $ | [removed: 642] [added: 1,570] | | | | | $ | [removed: 985] [added: 642] | |

| Net income (loss) per common share — basic | | | $ | [removed: 1.08] [added: 1.26] | | | | | $ | [removed: 0.45] [added: 1.08] | | | | | $ | [removed: 0.69] [added: 0.45] | |

| Net income (loss) per common share — diluted | | | $ | [removed: 1.07] [added: 1.25] | | | | | $ | [removed: 0.45] [added: 1.07] | | | | | $ | [removed: 0.69] [added: 0.45] | |

| Basic | | | [removed: 1,453.0] [added: 1,471.5] | | | | | | [removed: 1,430.5] [added: 1,453.0] | | | | | | [removed: 1,422.3] [added: 1,430.5] | | |

| Diluted | | | [removed: 1,463.5] [added: 1,485.9] | | | | | | [removed: 1,439.7] [added: 1,463.5] | | | | | | [removed: 1,433.8] [added: 1,439.7] | | |

| *(in millions)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income (loss) | | | $ | [removed: 1,592] [added: 1,846] | | | | | $ | [removed: 698] [added: 1,592] | | | | | $ | [removed: 1,041] [added: 698] | |

| Foreign currency translation adjustment | | | [removed: (105)] [added: 225] | | | | | | [removed: (94)] [added: (105)] | | | | | | [removed: (125)] [added: (94)] | | |

| Net change in derivative financial instruments | | | [removed: (115)] [added: 1] | | | | | | [removed: 63] [added: (115)] | | | | | | [removed: 170] [added: 63] | | |

| Net change in defined benefit pensions and other items | | | [removed: (9)] [added: (8)] | | | | | | [removed: 37] [added: (9)] | | | | | | [removed: 11] [added: 37] | | |

| Other comprehensive income (loss) | | | [removed: (230)] [added: 218] | | | | | | [removed: 6] [added: (230)] | | | | | | [removed: 56] [added: 6] | | |

| Comprehensive income (loss) | | | [removed: $] [added: 2,064] | [removed: 1,362] | | | | | [removed: $] [added: 1,362] | [removed: 704] | | | | | [removed: $] [added: 704] | [removed: 1,096] | |

| [removed: Comprehensive] [added: Comprehensive] income (loss) attributable to noncontrolling [removed: interests] [added: interests] | | | [removed: (11)] [added: (15)] | | | | | | [removed: —] [added: (11)] | | | | | | [removed: —] [added: —] | | |

| Comprehensive income attributable to Boston Scientific common stockholders | | | $ | [removed: 1,373] [added: 2,079] | | | | | $ | [removed: 704] [added: 1,373] | | | | | $ | [removed: 1,096] [added: 704] | |

| *(in millions, except share and per share data)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| [removed: Cash] [added: *Cash] and cash [removed: equivalents] [added: equivalents*] | | | $ | [added: 414 | | | | | $ |] 865 | | | | | $ | 928 | |

| Trade accounts receivable, net | | | [removed: 2,228] [added: 2,558] | | | | | | [removed: 1,970] [added: 2,228] | | |

| Other comprehensive income (loss) attributable to noncontrolling interests | | | (7) | | | | | | (10) | | | | | | — | | |

| Conversion of mandatory convertible preferred stock to common stock | | | — | | | | | | (0) | | | | | | — | | |

| Net (income) loss attributable to noncontrolling interests | | | 8 | | | | | | 1 | | | | | | — | | |

| Net income (loss) attributable to noncontrolling interests | | | (8) | | | | | | (1) | | | | | | — | | |

| Net income (loss) | | | $ | 1,846 | | | | | $ | 1,592 | | | | | $ | 698 | |

| Loss (gain) on disposal of businesses and assets | | | — | | | | | | — | | | | | | 22 | | |

| Investing Activities | | | | | | | | | | | | | | | | | |

| Financing Activities | | | | | | | | | | | | | | | | | |

| Payments for finance leases | | | (25) | | | | | | — | | | | | | — | | |

| Proceeds from short-term borrowings, net of debt issuance costs | | | 24 | | | | | | — | | | | | | — | | |

| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | | | $ | 606 | | | | | $ | 1,055 | | | | | $ | 1,126 | |

In the first quarter of 2023, we acquired a majority stake investment in Acotec Scientific Holdings Limited (Acotec) and have elected to consolidate their financial statements on a one quarter lag.

Our

Our estimation of fair value considers financial information related to the

Future changes in tax laws and rates may affect recorded deferred tax assets and liabilities.

With respect to uncertain tax positions, in accordance with FASB ASC Topic 740, *Income Taxes*, any tax position that meets the more-likely-than-not recognition threshold is measured and recognized in the consolidated financial statements at the largest amount of benefit greater than 50 percent likely to be realized upon ultimate settlement.

The amount relating to uncertain tax positions is classified as a current liability in the consolidated balance sheets to the extent that we anticipate making a payment within one year.

Interest and penalties associated with income taxes are classified within *Income tax expense (benefit)* in our consolidated statements of operations.

On January 24, 2025, we completed our acquisition of 100 percent of Cortex, Inc. (Cortex), a privately held medical technology company focused on the development of a diagnostic mapping solution which may identify triggers and drivers outside of the pulmonary veins that are foundational to atrial fibrillation (AF).

The transaction consisted of an upfront cash payment of $248 million, net of cash acquired, and up to approximately $50 million in future payments upon achievement of certain regulatory milestones.

The Cortex business will be integrated into our Cardiology division.

On January 8, 2025, we announced our entry into a definitive agreement to acquire Bolt Medical, Inc. (Bolt Medical), the developer of an intravascular lithotripsy advanced laser-based platform for the treatment of coronary and peripheral artery disease.

We have been an investor in Bolt Medical since 2019 and currently hold an equity stake of approximately 26 percent.

The transaction price to acquire the remaining stake is expected to result in an upfront cash payment of approximately $443 million upon closing and up to an additional $221 million in future payments upon achievement of certain regulatory milestones.

The transaction is expected to close during the first half of 2025, subject to customary closing conditions.

The Bolt Medical business will be integrated into our Cardiology and Peripheral Interventions divisions.

On November 25, 2024, we announced our entry into a definitive agreement to acquire 100 percent of Intera Oncology®, Inc. (Intera), a privately held medical device company that provides the Intera 3000 Hepatic Artery Infusion Pump and floxuridine – a chemotherapy drug – both of which are approved by the U.S. Food and Drug Administration.

The Intera 3000 pump is used to administer hepatic artery infusion therapy to treat tumors in the liver primarily caused by metastatic colorectal cancer.

The purchase price consists of an upfront cash payment of approximately $175 million.

The Intera business will be integrated into our Peripheral Interventions division.

On September 17, 2024, we completed our acquisition of 100 percent of the outstanding equity of Silk Road Medical, Inc. (Silk Road Medical), a publicly traded medical device company that has developed an innovative platform of products to prevent stroke in patients with carotid artery disease through a minimally-invasive procedure called transcarotid artery revascularization.

The Silk Road Medical business is being integrated into our Peripheral Interventions division.

The transaction consisted of an upfront cash payment of $71.00 per share, or approximately $3.409 billion, net of cash acquired.

| *(in millions)* | | | Silk Road Medical | | | Axonics | | |

| | | | $ | 1,126 | | $ | 3,409 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(in millions)* | | | Silk Road Medical | | | Axonics | | |

| Goodwill | | | $ | 569 | | $ | 2,147 | |

| Amortizable intangible assets | | | 507 | | | 1,242 | | |

| | | | | | | | | |

Refer to *Critical Accounting Estimates* included in Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for further discussion.

Lastly, we have notes receivable from certain companies that we account for in accordance with FASB ASC Topic 320*, Investments - Debt and Equity Securities*.

investee’s ability to continue as a going concern.

We consider relevant evidence, both positive and negative, to determine the need for a valuation allowance.

Information evaluated includes our financial condition and results of operations for the current and preceding years, the availability of deferred tax liabilities and tax carrybacks, as well as estimates of the impact of future taxable income and available prudent and feasible tax-planning strategies.

We recognize interest and penalties related to income taxes as a component of income tax expense.

As part of the Tax Cuts and Jobs Act (TCJA), we are subject to a territorial tax system in which we are required to establish an accounting policy in providing for tax on Global Intangible Low Taxed Income (GILTI) earned by certain foreign subsidiaries.

The purchase price is $71.00 in cash per share, or approximately $3.670 billion.

2022 Acquisition

On February 14, 2022, we completed our acquisition of Baylis Medical Company Inc. (Baylis Medical), a privately-held company which developed the radiofrequency (RF) NRG™ and VersaCross™ Transseptal Platforms as well as a family of guidewires, sheaths and dilators used to support left heart access, which expanded our electrophysiology and structural heart product portfolios.

We are integrating Baylis Medical into our Cardiology division.

| | | | | | |

| | | | $ | 1,463 | |

The final purchase price allocation was comprised of the following components:

| *(in millions)* | | | | | | | | |

| Goodwill | | | $ | 988 | | | | |

| | | | $ | 1,463 | | | | |

| | | | $ | 657 | | | | | | | | | | | | | |

The net expense of $58 million and $35 million recorded in 2023 and 2022, respectively, related primarily to an increase in expected revenue-based payments as a result of over-achievement of net sales performance, primarily related to our acquisition of Farapulse.

In both periods, this increase was partially offset by a reduction in the contingent consideration liability for certain acquisitions for which we reduced the probability of achievement of associated regulatory and commercialization-based milestones upon which payment is conditioned.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | $ | 413 | | | | | $ | 407 | |

The impairment charges recorded in 2022 were primarily associated with amortizable technology-related intangible assets that were initially established following our acquisition of Vertiflex, Inc., which is now part of our Neuromodulation business, resulting from lower revenue projections due to reimbursement challenges.

| Balance as of December 31, 2021 | | | $ | 4,246 | | | | | $ | 7,741 | | | | | | | | | | | $ | 11,988 | |

| Goodwill acquired | | | — | | | | | | 1,030 | | | | | | | | | | | | 1,030 | | |

| 2024 | | | $ | 828 | |

*other comprehensive income (loss), net of tax* (AOCI) to earnings at that time.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | 246 | | | | | | 345 | | |

| | | | | | | | | | | | | 1,012 | | | | | | 953 | | |

| | | | $ | 472 | | | | | $ | 266 | | | | | $ | 77 | | | | | $ | 816 | | | | | $ | 674 | | | | | $ | 381 | | | | | $ | 127 | | | | | $ | 1,182 | |

| | | | $ | — | | | | | $ | 1,050 | | | | | $ | 494 | | | | | $ | 1,545 | | | | | $ | — | | | | | $ | 1,005 | | | | | $ | 308 | | | | | $ | 1,313 | |

| Balance as of December 31, 2021 | | | $ | 281 | |

| March 2024 Notes | | | | | | February 2019 | | | | | | March 2024 | | | | | | — | | | | | | 504 | | | | | | 3.450% | | |

| 2027 | | | 995 | | |

| Thereafter | | | 4,604 | | |

On May 10, 2021, we entered into a $2.750 billion revolving credit facility (2021 Revolving Credit Facility) with a global syndicate of commercial banks, initially scheduled to mature on May 10, 2026, with one-year extension options, subject to certain conditions.

On March 1, 2023, we entered into an amendment of the 2021 Revolving Credit Facility credit agreement, which provided for an extension of the scheduled maturity date to May 10, 2027 and replaced the London Interbank Offered Rate (LIBOR) with the Secured Overnight Financing Rate (SOFR) as the Eurocurrency Rate for Dollars, including applicable credit spread adjustments and relevant SOFR benchmark provisions, among other things described under *Financial Covenant* below.

Our management, with the participation of our [added: President and] Chief Executive Officer (CEO) and Executive Vice President and Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2023] [added: 2024] pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended.

Based on their evaluation, our CEO and CFO concluded that as of December 31, [removed: 2023,] [added: 2024,] our disclosure controls and procedures were effective.

The portion of the transition to the new ERP system which we have completed to date resulted in changes in our internal control over financial reporting during the year ended December 31, [removed: 2023.][added: 2024.]

[removed: On November 6, 2023, John Bradley Sorenson,] [added: Mirviss,] our [removed: Executive] [added: Senior] Vice [added: President and] President, [removed: Global Operations,] [added: Peripheral Interventions,] entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Mr. [removed: Sorenson’s] [added: Mahoney’s] plan covers the sale of [removed: 33,938] [added: 493,328] shares of our common [removed: stock] [added: stock, including 316,856 shares] to be acquired upon [removed: the] exercise of stock options.

Transactions under Mr. [removed: Sorenson’s] [added: Mahoney’s] plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Mr. [removed: Sorenson’s] [added: Mahoney’s] plan will terminate on the earlier of [removed: December 31, 2024] [added: June 6, 2025,] or the date all shares subject to the plan have been sold.

[removed: On November 17, 2023, Wendy Carruthers,] [added: Mahoney,] our [added: Chairman and Chief] Executive [removed: Vice President, Human Resources,] [added: Officer,] entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Ms. [removed: Carruthers’] [added: Woodworth’s] plan covers the sale of [removed: 76,113] [added: up to 18,973] shares of our common stock, including [removed: 46,893] [added: up to 3,281] shares to be acquired upon [added: vesting of restricted share units and 13,167 shares to be acquired upon] the exercise of stock options.

Transactions under Ms. [removed: Carruthers’] [added: Zane’s] plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Ms. [removed: Carruthers’] [added: Zane’s] plan will terminate on the earlier of [removed: December 31, 2024] [added: February 24, 2026] or the date all shares subject to the plan have been sold.

[removed: On November 22, 2023, Arthur Butcher,] [added: Brown,] our [removed: Executive] [added: Senior] Vice [removed: President and Group] President, [removed: MedSurg] [added: General Counsel] and [removed: Asia Pacific,] [added: Corporate Secretary,] entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Mr. [removed: Butcher’s] [added: Mirviss’] plan covers the sale of up to [removed: 77,687] [added: 11,107] shares of our common stock, including up to [removed: 54,514] [added: 8,419] shares to be acquired upon [removed: determination and/or] vesting of [removed: performance share units and] restricted share [removed: units, and 16,742 shares to be acquired upon the exercise of stock options.][added: units.]

Transactions under Mr. [removed: Butcher’s] [added: Brown’s] plan are based upon pre-established dates and stock price thresholds and will only occur upon [added: the expiration of the applicable mandatory cooling-off period.]

Mr. [removed: Butcher’s] [added: Brown’s] plan will terminate on the earlier of [removed: January 31,] [added: May 30,] 2025 or the date all shares subject to the plan have been sold.

On November 14, 2024, Ellen Zane, an independent member of our Board of Directors, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Ms. Zane’s plan covers the sale of 13,586 shares of our common stock.

On November 15, 2024, Michael F.

On November 21, 2024, Vance R.

Mr. Brown’s plan covers the sale of 19,304 shares of our common stock.

On November 21, 2024, Jeffrey B.

Transactions under Mr. Mirviss’ plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Mr. Mirviss’ plan will terminate on the earlier of May 21, 2025 or the date all shares subject to the plan have been sold.

On November 29, 2024, Emily M.

Woodworth, our Senior Vice President, Global Controller and Chief Accounting Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Transactions under Ms. Woodworth’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Ms. Woodworth’s plan will terminate on the earlier of August 29, 2025 or the date all shares subject to the plan have been sold.

the expiration of the applicable mandatory cooling-off period.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2023] [added: 2024] and is incorporated into this Annual Report on Form 10-K by reference.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2023] [added: 2024] and is incorporated into this Annual Report on Form 10-K by reference.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2023] [added: 2024] and is incorporated into this Annual Report on Form 10-K by reference.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2023] [added: 2024] and is incorporated into this Annual Report on Form 10-K by reference.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2023] [added: 2024] and is incorporated into this Annual Report on Form 10-K by reference.

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of January 8, 2024, among the Company, Sadie Merger Sub, Inc. and Axonics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 8, 2024, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572524000007/agreementandplanofmergerda.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572524000007/agreementandplanofmergerda.htm)] | | |

| 3.1 | | | | | | [Third Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2007, filed February 28, 2008, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000107261308000584/exhibit3-2_15759.txt)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000107261308000584/exhibit3-2_15759.txt)] | | |

| 3.2 | | | | | | [Amended and Restated By-Laws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May [removed: 15, 2019,] [added: 10, 2024,] File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000110465919029732/a19-9977_1ex3d1.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572524000050/ex31amendedandrestatedby-l.htm)] | | |

| [removed: 3.4] [added: 10.15] | | | | | | [removed: [Certificate of Elimination relating to the 5.50% Mandatory Preferred Stock, Series A] [added: [Form] of [added: Long-Term Incentive Plan Global Non-Qualified Stock Option Agreement under] the [removed: Company] [added: Company's 2011 Long-Term Incentive Plan] (incorporated herein by reference to Exhibit [removed: 3.1] [added: 10.4] to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2023] [added: 2013,] filed on August [removed: 3, 2023,] [added: 7, 2013,] File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572523000043/exhibit31-certificateofeli.htm)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572513000037/exhibit104-formofnonxquali.htm)] | | |

| [removed: 4.2] [added: 97] | | | | | | [removed: [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934] [added: [Boston Scientific Corporation Dodd-Frank Clawback Policy] (incorporated [removed: herein] by reference to Exhibit [removed: 4.2] [added: 97] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2023,] filed on February [removed: 23, 2022,] [added: 20, 2024,] File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572522000006/exhibit42-descriptionofthe.htm)] [added: 1-11083)](https://www.sec.gov/Archives/edgar/data/885725/000088572524000017/exhibit97-bscdoddxfrankcla.htm)] | | |

| 4.3 | | | | | | [Indenture dated as of June 25, 2004, between the Company and JPMorgan Chase Bank, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 25, 2004, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000095013504003276/b509658kexv4w1.txt)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000095013504003276/b509658kexv4w1.txt)] | | |

| 4.4 | | | | | | [Indenture dated as of November 18, 2004, between the Company and J.P. Morgan Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 18, 2004, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000107261304002201/exh4-1_13106.txt)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000107261304002201/exh4-1_13106.txt)] | | |

| 4.5 | | | | | | [First Supplemental Indenture dated as of April 21, 2006 between the Company and J.P. Morgan Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 99.4 to the Company's Current Report on Form 8-K filed on April 26, 2006, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000110465906027974/a06-8189_4ex99d4.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000110465906027974/a06-8189_4ex99d4.htm)] | | |

| 4.6 | | | | | | [Second Supplemental Indenture dated as of April 21, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 99.6 to the Company's Current Report on Form 8-K filed on April 26, 2006, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000110465906027974/a06-8189_4ex99d6.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000110465906027974/a06-8189_4ex99d6.htm)] | | |

| 4.7 | | | | | | [Form of Global Security for the 6.25% Notes due 2035 in the aggregate principal amount of $350,000,000, and Notice to Holders thereof (incorporated herein by reference to Exhibit 4.2 and Exhibit 99.7 to the Company's Current Reports on Form 8-K filed on November 17, 2005 and April 26, 2006, respectively, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000107261305002690/exh4-2_13988.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000107261305002690/exh4-2_13988.htm)] | | |

| 4.8 | | | | | | [Indenture dated as of June 1, 2006, between the Company and JPMorgan Chase Bank, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 9, 2006, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000095013506003879/b61236bsexv4w1.txt)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000095013506003879/b61236bsexv4w1.txt)] | | |

| 4.9 | | | | | | [7.375% Senior Note due January 15, 2040 in the aggregate principal amount of $300,000,000 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on December 14, 2009, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000095012309070623/b78468exv4w4.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000095012309070623/b78468exv4w4.htm)] | | |

| 4.10 | | | | | | [Indenture dated as of May 29, 2013, between the Company and U.S. Bank Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, File No [removed: 333-188918.](http://www.sec.gov/Archives/edgar/data/885725/000104746913006559/a2215392zex-4_1.htm)] [added: 333-188918.](https://www.sec.gov/Archives/edgar/data/885725/000104746913006559/a2215392zex-4_1.htm)] | | |

| 4.11 | | | | | | [Form of 4.000% Senior Note Due March 1, 2028 in the aggregate amount of $500,000,000 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 26, 2018, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572518000015/exhibit42-xxxnotesdue2028.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572518000015/exhibit42-xxxnotesdue2028.htm)] | | |

| 4.12 | | | | | | [Form of [removed: 3.450%] [added: 3.750%] Senior Note due March 1, [removed: 2024] [added: 2026] in the aggregate amount of $850,000,000 (incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company's Current Report on Form 8-K filed on February 25, 2019, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit42-3450notesdue2024.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit43-3750notesdue2026.htm)] | | |

| 4.13 | | | | | | [Form of [removed: 3.750%] [added: 4.000%] Senior Note due March 1, [removed: 2026] [added: 2029] in the aggregate amount of $850,000,000 (incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.4] to the Company's Current Report on Form 8-K filed on February 25, 2019, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit43-3750notesdue2026.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit44-4000notesdue2029.htm)] | | |

| 4.14 | | | | | | [Form of [removed: 4.000%] [added: 4.550%] Senior Note due March 1, [removed: 2029] [added: 2039] in the aggregate amount of [removed: $850,000,000] [added: $750,000,000] (incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.5] to the Company's Current Report on Form 8-K filed on February 25, 2019, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit44-4000notesdue2029.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit45-4550notesdue2039.htm)] | | |

| 4.15 | | | | | | [Form of [removed: 4.550%] [added: 4.700%] Senior Note [removed: due] [added: Due] March 1, [removed: 2039] [added: 2049] in the aggregate amount of [removed: $750,000,000] [added: $100,000,000] (incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.6] to the Company's Current Report on Form 8-K filed on February 25, 2019, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit45-4550notesdue2039.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit46-4700notesdue2049.htm)] | | |

| 4.16 | | | | | | [Form of [removed: 4.700%] [added: 0.625%] Senior Note Due [removed: March] [added: December] 1, [removed: 2049] [added: 2027] in the aggregate amount of [removed: $100,000,000] [added: €900,000,000] (incorporated herein by reference to Exhibit [removed: 4.6] [added: 4.2] to the Company's Current Report on Form 8-K filed on [removed: February 25,] [added: November 12,] 2019, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572519000016/exhibit46-4700notesdue2049.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000094787119000804/ss156905_ex0402.htm)] | | |

| 4.17 | | | | | | [Form of [removed: 0.625%] [added: 1.900%] Senior Note Due [removed: December] [added: June] 1, [removed: 2027] [added: 2025] in the aggregate amount of [removed: €900,000,000] [added: $500,000,000] (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on [removed: November 12, 2019,] [added: May 18, 2020,] File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000094787119000804/ss156905_ex0402.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000094787120000487/ss173781_ex0402.htm)] | | |

| 4.18 | | | | | | [Form of [removed: 1.900%] [added: 2.650%] Senior Note [removed: Due] [added: due] June 1, [removed: 2025] [added: 2030] in the aggregate amount of [removed: $500,000,000] [added: $1,200,000,000] (incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company's Current Report on Form 8-K filed on May 18, 2020, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000094787120000487/ss173781_ex0402.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000094787120000487/ss173781_ex0403.htm)] | | |

| [removed: 4.19] [added: 4.25] | | | | | | [Form of [removed: 2.650%] [added: 3.500%] Senior Note due [removed: June 1, 2030 in the aggregate amount of $1,200,000,000] [added: 2032] (incorporated [removed: herein] by reference to Exhibit 4.3 to the Company's Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: May 18, 2020,] [added: February 27, 2024,] File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000094787120000487/ss173781_ex0403.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572524000025/exhibit43-formof3500senior.htm)] | | |

| [removed: 4.20] [added: 4.19] | | | | | | [Indenture dated as of March 8, 2022, among the Company, American Medical Systems Europe B.V., and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 8, 2022, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000110465922031615/tm228612d1_ex4-1.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000110465922031615/tm228612d1_ex4-1.htm)] | | |

| [removed: 4.21] [added: 4.20] | | | | | | [Form of 0.750% Senior Note due March 8, 2025 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-2.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-2.htm)] | | |

| [removed: 4.22] [added: 4.21] | | | | | | [Form of 1.375% Senior Note due March 8, 2028 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-3.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-3.htm)] | | |

| [removed: 4.23] [added: 4.22] | | | | | | [Form of 1.625% Senior Note due March 8, 2031 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-4.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-4.htm)] | | |

| [removed: 4.24] [added: 4.23] | | | | | | [Form of 1.875% Senior Note due March 8, 2034 (incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-5.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-5.htm)] | | |

| [removed: 10.3] [added: 10.46] | | | | | | [removed: [License Agreement among Angiotech Pharmaceuticals, Inc., Cook Incorporated] [added: [Form of Offer Letter by] and [added: between] the Company [removed: dated July 9, 1997,] and [removed: related Agreement] [added: Arthur Butcher,] dated [removed: December 13, 1999] [added: April 1, 2022] (incorporated herein by reference to Exhibit [removed: 10.6] [added: 10.83] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2002, filed on March 31, 2003,] [added: 2022,] File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000095013503002096/b45658bsexv10w6.txt)] [added: 1-11083). #](https://www.sec.gov/Archives/edgar/data/885725/000088572523000008/ex1083-offerletterartbutch.htm)] | | |

| [removed: 10.4] [added: 10.8] | | | | | | [removed: [Amendment] [added: [Form of Offer Letter dated September 6, 2011] between [removed: Angiotech Pharmaceuticals, Inc. and] the Company [removed: dated November 23, 2004 modifying July 9, 1997 License Agreement among Angiotech Pharmaceuticals, Inc., Cook Incorporated] and [removed: the Company] [added: Michael F. Mahoney, as supplemented September 13, 2011] (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on [removed: November 24, 2004,] [added: September 19, 2011,] File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000107261304002236/exh10-1_13122.txt)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572511000046/exhibit101_michaelmahoneyo.htm)] | | |

| [removed: 10.6] [added: 10.10] | | | | | | [removed: [Settlement Agreement among Johnson & Johnson, Guidant LLC] [added: [Form of Offer Letter by] and [added: between] the [removed: Company,] [added: Company and Joseph M. Fitzgerald] dated [removed: as of] February [removed: 13, 2015] [added: 27, 2014] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2015, filed on May 6, 2015, File No. [removed: 1-11083).](http://www.sec.gov/Archives/edgar/data/885725/000088572515000012/exhibit101-jjagreement.htm)] [added: 1-11083). #](https://www.sec.gov/Archives/edgar/data/885725/000088572515000012/exhibit102-offerletterfitz.htm)] | | |

| [removed: 10.7] [added: 10.1] | | | | | | [Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2000 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on December 10, 2004, File No. [removed: 1-11083).#](http://www.sec.gov/Archives/edgar/data/885725/000107261304002318/exh10-6_13134.txt)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000107261304002318/exh10-6_13134.txt)] | | |

| [removed: 10.8] [added: 10.2] | | | | | | [Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed August 7, 2012, File No. [removed: 1-11083).#](http://www.sec.gov/Archives/edgar/data/885725/000088572512000029/exhibit101-q2201210xq.htm)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572512000029/exhibit101-q2201210xq.htm)] | | |

| [removed: 10.9] [added: 10.3] | | | | | | Form of Boston Scientific Corporation Excess Benefit Plan, as amended (incorporated herein by reference to [Exhibits 10.1](https://www.sec.gov/Archives/edgar/data/885725/000107261305001649/exhibit10-1_13649.htm) and [removed: [10.4](http://www.sec.gov/Archives/edgar/data/885725/000107261308002226/exhibit10-4_16230.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/885725/000107261308002226/exhibit10-4_16230.htm)] to the Company's Current Reports on Form 8-K filed on July 5, 2005 and December 22, 2008, respectively, File No. 1-11083).# | | |

| [removed: 10.10] [added: 10.4] | | | | | | [Form of Trust under the Boston Scientific Corporation Excess Benefit Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 5, 2005, File No. [removed: 1-11083).#](http://www.sec.gov/Archives/edgar/data/885725/000107261305001649/exhibit10-2_13649.htm)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000107261305001649/exhibit10-2_13649.htm)] | | |

| [removed: 10.11] [added: 10.5] | | | | | | [Boston Scientific Corporation Deferred Bonus Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 17, 2010, File No. [removed: 1-11083).#](http://www.sec.gov/Archives/edgar/data/885725/000107261310000567/exh10-1_16834.htm)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000107261310000567/exh10-1_16834.htm)] | | |

| [removed: 10.12] [added: 10.6] | | | | | | [Boston Scientific Corporation [removed: 401(k) Retirement Savings Plan, Amended and Restated, effective January 1,] 2011 [added: Long-Term Incentive Plan, as amended] (incorporated herein by reference to Exhibit [removed: 10.39] [added: 10.49] to the Company's Annual Report on Form 10-K for [added: the] year ended December 31, [removed: 2010, as] [added: 2011,] filed [added: on] February 17, [removed: 2011,] [added: 2012,] File No. [removed: 1-11083).#](http://www.sec.gov/Archives/edgar/data/885725/000095012311015112/b83548exv10w39.htm)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572512000006/exhibit1049-ltip.htm)] | | |