We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Boston Scientific Corporation | NYSE:BSX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 72.21 | 0 | 09:08:46 |
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
|
|
|
04-2695240
|
(State or other jurisdiction of incorporation or organization)
|
|
|
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
|
300 Boston Scientific Way
|
.
|
Marlborough
|
.
|
Massachusetts
|
01752-1234
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
BSX
|
|
New York Stock Exchange
|
Large accelerated filer
|
☑
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions, except per share data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales
|
$
|
2,631
|
|
|
$
|
2,490
|
|
|
$
|
5,124
|
|
|
$
|
4,870
|
|
Cost of products sold
|
758
|
|
|
739
|
|
|
1,488
|
|
|
1,411
|
|
||||
Gross profit
|
1,873
|
|
|
1,751
|
|
|
3,636
|
|
|
3,458
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
968
|
|
|
886
|
|
|
1,837
|
|
|
1,746
|
|
||||
Research and development expenses
|
280
|
|
|
275
|
|
|
559
|
|
|
536
|
|
||||
Royalty expense
|
17
|
|
|
17
|
|
|
32
|
|
|
35
|
|
||||
Amortization expense
|
161
|
|
|
147
|
|
|
321
|
|
|
288
|
|
||||
Intangible asset impairment charges
|
37
|
|
|
34
|
|
|
105
|
|
|
35
|
|
||||
Contingent consideration expense (benefit)
|
10
|
|
|
(4
|
)
|
|
(18
|
)
|
|
1
|
|
||||
Restructuring charges (credits)
|
1
|
|
|
5
|
|
|
7
|
|
|
18
|
|
||||
Litigation-related net charges (credits)
|
15
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
||||
|
1,489
|
|
|
1,359
|
|
|
2,711
|
|
|
2,659
|
|
||||
Operating income (loss)
|
384
|
|
|
392
|
|
|
925
|
|
|
799
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(89
|
)
|
|
(57
|
)
|
|
(198
|
)
|
|
(119
|
)
|
||||
Other, net
|
(150
|
)
|
|
12
|
|
|
(125
|
)
|
|
(11
|
)
|
||||
Income (loss) before income taxes
|
145
|
|
|
347
|
|
|
602
|
|
|
670
|
|
||||
Income tax expense (benefit)
|
(9
|
)
|
|
(209
|
)
|
|
24
|
|
|
(183
|
)
|
||||
Net income (loss)
|
$
|
154
|
|
|
$
|
555
|
|
|
$
|
578
|
|
|
$
|
853
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share — basic
|
$
|
0.11
|
|
|
$
|
0.40
|
|
|
$
|
0.42
|
|
|
$
|
0.62
|
|
Net income (loss) per common share — assuming dilution
|
$
|
0.11
|
|
|
$
|
0.40
|
|
|
$
|
0.41
|
|
|
$
|
0.61
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,391.0
|
|
|
1,380.5
|
|
|
1,389.4
|
|
|
1,378.5
|
|
||||
Assuming dilution
|
1,408.6
|
|
|
1,398.9
|
|
|
1,408.5
|
|
|
1,397.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
154
|
|
|
$
|
555
|
|
|
$
|
578
|
|
|
$
|
853
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
(45
|
)
|
|
7
|
|
|
(36
|
)
|
||||
Net change in derivative financial instruments
|
(9
|
)
|
|
158
|
|
|
40
|
|
|
78
|
|
||||
Net change in defined benefit pensions and other items
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Total other comprehensive income (loss)
|
(9
|
)
|
|
112
|
|
|
45
|
|
|
42
|
|
||||
Total comprehensive income (loss)
|
$
|
144
|
|
|
$
|
668
|
|
|
$
|
623
|
|
|
$
|
895
|
|
|
As of
|
||||||
(in millions, except share and per share data)
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
123
|
|
|
$
|
146
|
|
Trade accounts receivable, net
|
1,712
|
|
|
1,608
|
|
||
Inventories
|
1,300
|
|
|
1,166
|
|
||
Prepaid income taxes
|
175
|
|
|
161
|
|
||
Other current assets
|
3,024
|
|
|
921
|
|
||
Total current assets
|
6,334
|
|
|
4,003
|
|
||
Property, plant and equipment, net
|
1,820
|
|
|
1,782
|
|
||
Goodwill
|
8,451
|
|
|
7,911
|
|
||
Other intangible assets, net
|
6,486
|
|
|
6,372
|
|
||
Other long-term assets
|
1,217
|
|
|
932
|
|
||
TOTAL ASSETS
|
$
|
24,309
|
|
|
$
|
20,999
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current debt obligations
|
$
|
1,949
|
|
|
$
|
2,253
|
|
Accounts payable
|
524
|
|
|
349
|
|
||
Accrued expenses
|
1,932
|
|
|
2,246
|
|
||
Other current liabilities
|
445
|
|
|
412
|
|
||
Total current liabilities
|
4,850
|
|
|
5,260
|
|
||
Long-term debt
|
7,591
|
|
|
4,803
|
|
||
Deferred income taxes
|
416
|
|
|
328
|
|
||
Other long-term liabilities
|
2,027
|
|
|
1,882
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Preferred stock, $0.01 par value - authorized 50,000,000 shares, none issued and outstanding
|
|
|
|
|
|
||
Common stock, $0.01 par value - authorized 2,000,000,000 shares - issued 1,639,098,930 shares as of June 30, 2019 and 1,632,148,030 shares as of December 31, 2018
|
16
|
|
|
16
|
|
||
Treasury stock, at cost - 247,566,270 shares as of June 30, 2019 and December 31, 2018
|
(1,717
|
)
|
|
(1,717
|
)
|
||
Additional paid-in capital
|
17,422
|
|
|
17,346
|
|
||
Accumulated deficit
|
(6,375
|
)
|
|
(6,953
|
)
|
||
Accumulated other comprehensive income (loss), net of tax
|
78
|
|
|
33
|
|
||
Total stockholders’ equity
|
9,425
|
|
|
8,726
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
24,309
|
|
|
$
|
20,999
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss), Net of Tax
|
|||||||||||||
(in millions, except share data)
|
Shares Issued
|
|
Par Value
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2017
|
1,621,062,898
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,161
|
|
|
$
|
(8,390
|
)
|
|
$
|
(59
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
298
|
|
|
|
||||||||||
Cumulative effect adjustments for ASC Update Adoptions
(1)
|
|
|
|
|
|
|
|
|
(233
|
)
|
|
|
||||||||||
Total other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(69
|
)
|
||||||||||
Impact of stock-based compensation plans, net of tax
|
6,125,111
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2018
|
1,627,188,009
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,184
|
|
|
$
|
(8,326
|
)
|
|
$
|
(128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
555
|
|
|
|
||||||||||
Total other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
112
|
|
||||||||||
Impact of stock-based compensation plans, net of tax
|
1,688,243
|
|
|
|
|
|
|
47
|
|
|
|
|
|
|||||||||
Balance as of June 30, 2018
|
1,628,876,252
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,231
|
|
|
$
|
(7,770
|
)
|
|
$
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
432
|
|
|
|
||||||||||
Total other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
40
|
|
||||||||||
Impact of stock-based compensation plans, net of tax
|
2,395,031
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|||||||||
Balance as of September 30, 2018
|
1,631,271,283
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,304
|
|
|
$
|
(7,339
|
)
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
386
|
|
|
|
||||||||||
Total other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
8
|
|
||||||||||
Impact of stock-based compensation plans, net of tax
|
876,747
|
|
|
|
|
|
|
42
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2018
|
1,632,148,030
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,346
|
|
|
$
|
(6,953
|
)
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
424
|
|
|
|
|
||||||
Total other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
|
|
|||||||
Impact of stock-based compensation plans, net of tax
|
6,001,343
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2019
|
1,638,149,373
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,374
|
|
|
$
|
(6,528
|
)
|
|
$
|
87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
154
|
|
|
|
||||||||||
Total other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
||||||||||
Impact of stock-based compensation plans, net of tax
|
949,557
|
|
|
|
|
|
|
48
|
|
|
|
|
|
|||||||||
Balance as of June 30, 2019
|
1,639,098,930
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,422
|
|
|
$
|
(6,375
|
)
|
|
$
|
78
|
|
|
Six Months Ended
June 30, |
||||||
(in millions)
|
2019
|
|
2018
|
||||
Cash provided by (used for) operating activities
|
$
|
642
|
|
|
$
|
(210
|
)
|
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(154
|
)
|
|
(134
|
)
|
||
Proceeds from sale of property, plant and equipment
|
2
|
|
|
—
|
|
||
Payments for acquisitions of businesses, net of cash acquired
|
(763
|
)
|
|
(418
|
)
|
||
Payments for investments and acquisitions of certain technologies
|
(115
|
)
|
|
(112
|
)
|
||
Cash provided by (used for) investing activities
|
(1,030
|
)
|
|
(664
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Payment of contingent consideration amounts previously established in purchase accounting
|
(64
|
)
|
|
(5
|
)
|
||
Payments on short-term borrowings
|
(1,000
|
)
|
|
—
|
|
||
Net increase (decrease) in commercial paper
|
675
|
|
|
472
|
|
||
Payments on borrowings from credit facilities
|
—
|
|
|
(569
|
)
|
||
Proceeds from borrowings on credit facilities
|
—
|
|
|
569
|
|
||
Payments on long-term borrowings and debt extinguishment costs
|
(1,472
|
)
|
|
(602
|
)
|
||
Proceeds from long-term borrowings, net of debt issuance costs
|
4,243
|
|
|
989
|
|
||
Cash used to net share settle employee equity awards
|
(61
|
)
|
|
(52
|
)
|
||
Proceeds from issuances of shares of common stock
|
63
|
|
|
53
|
|
||
Cash provided by (used for) financing activities
|
2,383
|
|
|
856
|
|
||
|
|
|
|
||||
Effect of foreign exchange rates on cash
|
—
|
|
|
(5
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
|
1,994
|
|
|
(23
|
)
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
|
829
|
|
|
1,017
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
|
$
|
2,823
|
|
|
$
|
994
|
|
|
|
|
|
||||
Supplemental Information
|
|
|
|
||||
Stock-based compensation expense
|
$
|
74
|
|
|
$
|
68
|
|
Fair value of contingent consideration recorded in purchase accounting
|
131
|
|
|
140
|
|
|
As of June 30,
|
||||||
Reconciliation to amounts within the unaudited condensed consolidated balance sheets:
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
123
|
|
|
$
|
208
|
|
Restricted cash and restricted cash equivalents included in
Other current assets
|
2,657
|
|
|
756
|
|
||
Restricted cash equivalents included in
Other long-term assets
|
42
|
|
|
31
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
|
$
|
2,823
|
|
|
$
|
994
|
|
(in millions)
|
|
||
Payment for acquisition, net of cash acquired
|
$
|
763
|
|
Fair value of contingent consideration
|
131
|
|
|
Fair value of prior interest
|
103
|
|
|
|
$
|
997
|
|
(in millions)
|
|
||
Goodwill
|
$
|
540
|
|
Amortizable intangible assets
|
217
|
|
|
Indefinite-lived intangible assets
|
295
|
|
|
Other assets acquired
|
24
|
|
|
Liabilities assumed
|
(12
|
)
|
|
Net deferred tax liabilities
|
(68
|
)
|
|
|
$
|
997
|
|
|
Amount Assigned
(in millions)
|
|
Amortization Period
(in years)
|
|
Risk-Adjusted Discount
Rates used in Purchase Price Allocation
|
||
Amortizable intangible assets:
|
|
|
|
|
|
||
Technology-related
|
$
|
207
|
|
|
12
|
|
15%
|
Other intangible assets
|
10
|
|
|
12
|
|
15%
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||
In-process research and development (IPR&D)
|
295
|
|
|
N/A
|
|
20%
|
|
|
$
|
512
|
|
|
|
|
|
(in millions)
|
|
||
Payments for acquisitions, net of cash acquired
|
$
|
419
|
|
Fair value of contingent consideration
|
140
|
|
|
Fair value of prior interests
|
82
|
|
|
|
$
|
641
|
|
(in millions)
|
|
||
Goodwill
|
$
|
272
|
|
Amortizable intangible assets
|
418
|
|
|
Other assets acquired
|
11
|
|
|
Liabilities assumed
|
(5
|
)
|
|
Net deferred tax liabilities
|
(55
|
)
|
|
|
$
|
641
|
|
|
Amount Assigned
(in millions)
|
|
Amortization Period
(in years)
|
|
Risk-Adjusted Discount
Rates used in Purchase Price Allocation
|
|||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|||
Technology-related
|
$
|
411
|
|
|
10
|
-
|
13
|
|
17
|
%
|
-
|
23%
|
Other intangible assets
|
7
|
|
|
6
|
-
|
13
|
|
13
|
%
|
-
|
15%
|
|
|
$
|
418
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
||
Balance as of December 31, 2018
|
$
|
347
|
|
Amount recorded related to current year acquisition
|
131
|
|
|
Contingent consideration expense (benefit)
|
(18
|
)
|
|
Contingent consideration payments
|
(67
|
)
|
|
Balance as of June 30, 2019
|
$
|
394
|
|
(1)
|
Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average.
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Equity method investments
|
$
|
243
|
|
|
$
|
303
|
|
Measurement alternative investments (1)
|
169
|
|
|
94
|
|
||
Publicly-held equity securities (2)
|
1
|
|
|
—
|
|
||
Notes receivable
|
3
|
|
|
26
|
|
||
|
$
|
415
|
|
|
$
|
424
|
|
(1)
|
Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
|
(2)
|
Publicly-held equity securities are measured at fair value with changes in fair value recognized currently in
Net income (loss)
.
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||||
(in millions)
|
Gross Carrying Amount
|
|
Accumulated Amortization/ Write-offs
|
|
Gross Carrying Amount
|
|
Accumulated Amortization/ Write-offs
|
||||||||
Amortizable intangible assets
|
|
|
|
|
|
|
|
||||||||
Technology-related
|
$
|
10,291
|
|
|
$
|
(5,425
|
)
|
|
$
|
10,197
|
|
|
$
|
(5,266
|
)
|
Patents
|
521
|
|
|
(401
|
)
|
|
520
|
|
|
(393
|
)
|
||||
Other intangible assets
|
1,683
|
|
|
(1,018
|
)
|
|
1,666
|
|
|
(958
|
)
|
||||
|
$
|
12,495
|
|
|
$
|
(6,844
|
)
|
|
$
|
12,383
|
|
|
$
|
(6,617
|
)
|
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
18,351
|
|
|
$
|
(9,900
|
)
|
|
$
|
17,811
|
|
|
$
|
(9,900
|
)
|
IPR&D
|
715
|
|
|
—
|
|
|
486
|
|
|
—
|
|
||||
Technology-related
|
120
|
|
|
—
|
|
|
120
|
|
|
—
|
|
||||
|
$
|
19,187
|
|
|
$
|
(9,900
|
)
|
|
$
|
18,417
|
|
|
$
|
(9,900
|
)
|
(in millions)
|
MedSurg
|
|
Rhythm and Neuro
|
|
Cardiovascular
|
|
Total
|
||||||||
Balance as of December 31, 2018
|
$
|
2,063
|
|
|
$
|
1,924
|
|
|
$
|
3,925
|
|
|
$
|
7,911
|
|
Impact of foreign currency fluctuations and other changes in carrying amount
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Goodwill acquired
|
—
|
|
|
271
|
|
|
270
|
|
|
540
|
|
||||
Balance as of June 30, 2019
|
$
|
2,061
|
|
|
$
|
2,194
|
|
|
$
|
4,196
|
|
|
$
|
8,451
|
|
(in millions)
|
|
FASB ASC Topic 815 Designation
|
|
As of
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
|||||||
Forward currency contracts
|
|
Cash flow hedge
|
|
$
|
4,269
|
|
|
$
|
3,962
|
|
Forward currency contracts
|
|
Net investment hedge
|
|
1,928
|
|
|
1,483
|
|
||
Forward currency contracts
|
|
Non-designated
|
|
7,921
|
|
|
5,880
|
|
||
Interest rate derivative contracts
|
|
Cash flow hedge
|
|
—
|
|
|
1,000
|
|
||
Total Notional Outstanding
|
|
|
|
$
|
14,118
|
|
|
$
|
12,326
|
|
(1)
|
In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from
AOCI
to earnings represent the effect of the hedging relationships on earnings. All other amounts included in earnings related to hedging relationships were immaterial.
|
(2)
|
For our outstanding net investment hedges, the net gain or loss reclassified from
AOCI
to earnings as a reduction of
Interest expense
represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with
FASB ASC Topic 815
. In the current period, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in
AOCI
or earnings.
|
Designated Derivative Instrument
|
|
FASB ASC Topic 815 Designation
|
|
Location on Unaudited Condensed Consolidated Statements of Operations
|
|
Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings
|
||
Forward currency contracts
|
|
Cash flow hedge
|
|
Cost of products sold
|
|
$
|
70
|
|
Forward currency contracts
|
|
Net investment hedge
|
|
Interest expense
|
|
48
|
|
|
Interest rate derivative contracts
|
|
Cash flow hedge
|
|
Interest expense
|
|
(5
|
)
|
|
|
Location on Unaudited Condensed Consolidated Statements of Operations
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Net gain (loss) on currency hedge contracts (1)
|
|
Other, net
|
|
$
|
(152
|
)
|
|
$
|
32
|
|
|
$
|
(130
|
)
|
|
$
|
8
|
|
Net gain (loss) on currency transaction exposures
|
|
Other, net
|
|
(4
|
)
|
|
(33
|
)
|
|
2
|
|
|
(17
|
)
|
||||
Net currency exchange gain (loss)
|
|
|
|
$
|
(156
|
)
|
|
$
|
(1
|
)
|
|
$
|
(127
|
)
|
|
$
|
(9
|
)
|
(1)
|
Certain of our non-designated forward currency contracts were entered into for the purpose of managing our exposure to currency exchange rate risk related to the purchase price of the
proposed BTG Acquisition
.
We recognized a
$151 million
loss in the
second
quarter of
2019
and a
$116 million
loss in the
first six months of
2019
in
Net gain (loss) on currency hedge contracts
due to changes in fair value of the contracts, which are recognized in earnings until contract settlement.
|
|
|
Location on Unaudited Condensed Consolidated Balance Sheets (1)
|
|
As of
|
||||||
(in millions)
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||
Derivative Assets:
|
|
|
|
|
|
|
||||
Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Forward currency contracts
|
|
Other current assets
|
|
$
|
65
|
|
|
$
|
55
|
|
Forward currency contracts
|
|
Other long-term assets
|
|
253
|
|
|
183
|
|
||
|
|
|
|
318
|
|
|
237
|
|
||
Non-Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Forward currency contracts
|
|
Other current assets
|
|
30
|
|
|
67
|
|
||
Total Derivative Assets
|
|
|
|
$
|
348
|
|
|
$
|
304
|
|
|
|
|
|
|
|
|
||||
Derivative Liabilities:
|
|
|
|
|
|
|
||||
Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Forward currency contracts
|
|
Other current liabilities
|
|
$
|
3
|
|
|
$
|
2
|
|
Forward currency contracts
|
|
Other long-term liabilities
|
|
9
|
|
|
3
|
|
||
Interest rate contracts
|
|
Other current liabilities
|
|
—
|
|
|
44
|
|
||
|
|
|
|
11
|
|
|
49
|
|
||
Non-Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Forward currency contracts
|
|
Other current liabilities
|
|
116
|
|
|
31
|
|
||
Total Derivative Liabilities
|
|
|
|
$
|
128
|
|
|
$
|
80
|
|
(1)
|
We classify derivative assets and liabilities as current when the settlement date of the derivative contract is one year or less.
|
•
|
Level 1 – Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
|
•
|
Level 2 – Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
|
•
|
Level 3 – Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
|
|
As of
|
||||||||||||||||||||||||||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market and government funds
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Publicly-held equity securities
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Derivative instruments
|
—
|
|
|
348
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
304
|
|
|
—
|
|
|
304
|
|
||||||||
|
$
|
25
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
374
|
|
|
$
|
14
|
|
|
$
|
304
|
|
|
$
|
—
|
|
|
$
|
318
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative instruments
|
$
|
—
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
80
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
394
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
347
|
|
|
347
|
|
||||||||
|
$
|
—
|
|
|
$
|
128
|
|
|
$
|
394
|
|
|
$
|
522
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
347
|
|
|
$
|
427
|
|
(in millions, except interest rates)
|
|
Issuance Date
|
|
Maturity Date
|
|
As of
|
|
Semi-annual Coupon Rate
|
||||||
|
June 30,
2019 |
|
December 31,
2018 |
|
||||||||||
January 2020 Notes
|
|
December 2009
|
|
January 2020
|
|
$
|
—
|
|
|
$
|
850
|
|
|
6.000%
|
May 2020 Notes
|
|
May 2015
|
|
May 2020
|
|
—
|
|
|
600
|
|
|
2.850%
|
||
May 2022 Notes
|
|
May 2015
|
|
May 2022
|
|
500
|
|
|
500
|
|
|
3.375%
|
||
October 2023 Notes
|
|
August 2013
|
|
October 2023
|
|
450
|
|
|
450
|
|
|
4.125%
|
||
March 2024 Notes
|
|
February 2019
|
|
March 2024
|
|
850
|
|
|
—
|
|
|
3.450%
|
||
May 2025 Notes
|
|
May 2015
|
|
May 2025
|
|
750
|
|
|
750
|
|
|
3.850%
|
||
March 2026 Notes
|
|
February 2019
|
|
March 2026
|
|
850
|
|
|
—
|
|
|
3.750%
|
||
March 2028 Notes
|
|
February 2018
|
|
March 2028
|
|
1,000
|
|
|
1,000
|
|
|
4.000%
|
||
March 2029 Notes
|
|
February 2019
|
|
March 2029
|
|
850
|
|
|
—
|
|
|
4.000%
|
||
November 2035 Notes
|
|
November 2005
|
|
November 2035
|
|
350
|
|
|
350
|
|
|
7.000%
|
||
March 2039 Notes
|
|
February 2019
|
|
March 2039
|
|
750
|
|
|
—
|
|
|
4.550%
|
||
January 2040 Notes
|
|
December 2009
|
|
January 2040
|
|
300
|
|
|
300
|
|
|
7.375%
|
||
March 2049 Notes
|
|
February 2019
|
|
March 2049
|
|
1,000
|
|
|
—
|
|
|
4.700%
|
||
Unamortized Debt Issuance Discount
and Deferred Financing Costs |
|
|
|
2020 - 2049
|
|
(80
|
)
|
|
(29
|
)
|
|
|
||
Unamortized Gain on Fair Value Hedges
|
|
|
|
2020 - 2023
|
|
15
|
|
|
26
|
|
|
|
||
Finance Lease Obligation (1)
|
|
|
|
Various
|
|
6
|
|
|
6
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
$
|
7,591
|
|
|
$
|
4,803
|
|
|
|
(1)
|
Effective January 1, 2019, we adopted
FASB ASC Topic 842
, which requires that we recognize finance lease obligations in our
unaudited condensed consolidated balance sheet
. As of December 31, 2018, these leases were referred to as capital lease obligations in accordance with
FASB ASC Topic 840
. Please refer to
Note A – Basis of Presentation
for additional information.
|
|
|
Covenant Requirement
|
|
Actual
|
|
|
as of June 30, 2019
|
|
as of June 30, 2019
|
Maximum leverage ratio (1)
|
|
3.75 times
|
|
2.72 times
|
(1)
|
Ratio of total debt to consolidated EBITDA, as defined by the agreements, for the preceding four consecutive fiscal quarters.
|
|
As of
|
||||||
(in millions, except maturity and yield)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Commercial paper outstanding
|
$
|
1,946
|
|
|
$
|
1,248
|
|
Maximum borrowing capacity
|
2,750
|
|
|
2,750
|
|
||
Borrowing capacity available
|
804
|
|
|
1,502
|
|
||
Weighted average maturity
|
60 days
|
|
|
27 days
|
|
||
Weighted average yield
|
2.90
|
%
|
|
3.04
|
%
|
Factoring Arrangements
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||
Amount
De-recognized
|
|
Average
Interest Rate
|
|
Amount
De-recognized
|
|
Average
Interest Rate
|
|||||||
Euro denominated
|
$
|
180
|
|
|
1.9
|
%
|
|
$
|
165
|
|
|
2.7
|
%
|
Yen denominated
|
194
|
|
|
0.6
|
%
|
|
195
|
|
|
0.9
|
%
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
123
|
|
|
$
|
146
|
|
Restricted cash and restricted cash equivalents in
Other current assets
:
|
|
|
|
||||
Restricted cash related to the proposed BTG Acquisition (1)
|
2,298
|
|
|
—
|
|
||
Other restricted cash and restricted cash equivalents
|
360
|
|
|
655
|
|
||
|
2,657
|
|
|
655
|
|
||
Restricted cash equivalents in
Other long-term assets
|
42
|
|
|
27
|
|
||
|
$
|
2,823
|
|
|
$
|
829
|
|
(1)
|
Refer to
Note B – Acquisitions and Strategic Investments
and
Note E – Borrowings and Credit Arrangements
for additional information regarding the
proposed BTG Acquisition
.
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable
|
$
|
1,785
|
|
|
$
|
1,676
|
|
Allowance for doubtful accounts
|
(73
|
)
|
|
(68
|
)
|
||
|
$
|
1,712
|
|
|
$
|
1,608
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Beginning balance
|
$
|
72
|
|
|
$
|
67
|
|
|
$
|
68
|
|
|
$
|
68
|
|
Net charges to expenses
|
4
|
|
|
4
|
|
|
11
|
|
|
8
|
|
||||
Utilization of allowances
|
(4
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
(14
|
)
|
||||
Ending balance
|
$
|
73
|
|
|
$
|
63
|
|
|
$
|
73
|
|
|
$
|
63
|
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Finished goods
|
$
|
819
|
|
|
$
|
760
|
|
Work-in-process
|
113
|
|
|
100
|
|
||
Raw materials
|
367
|
|
|
306
|
|
||
|
$
|
1,300
|
|
|
$
|
1,166
|
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
97
|
|
|
$
|
97
|
|
Buildings and improvements
|
1,119
|
|
|
1,100
|
|
||
Equipment, furniture and fixtures
|
3,312
|
|
|
3,224
|
|
||
Capital in progress
|
332
|
|
|
319
|
|
||
|
4,861
|
|
|
4,740
|
|
||
Less: accumulated depreciation
|
3,040
|
|
|
2,958
|
|
||
|
$
|
1,820
|
|
|
$
|
1,782
|
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Legal reserves
|
$
|
470
|
|
|
$
|
712
|
|
Payroll and related liabilities
|
582
|
|
|
630
|
|
||
Rebates
|
235
|
|
|
229
|
|
||
Contingent consideration
|
101
|
|
|
138
|
|
||
Other
|
543
|
|
|
538
|
|
||
|
$
|
1,932
|
|
|
$
|
2,246
|
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Income taxes
|
$
|
684
|
|
|
$
|
739
|
|
Legal reserves
|
134
|
|
|
217
|
|
||
Contingent consideration
|
293
|
|
|
209
|
|
||
Other
|
916
|
|
|
717
|
|
||
|
$
|
2,027
|
|
|
$
|
1,882
|
|
(in millions)
|
As of June 30, 2019
|
||
Assets
|
|
||
Operating lease right-of-use assets in
Other long-term assets
|
$
|
252
|
|
Liabilities
|
|
||
Operating lease liabilities in
Other current liabilities
|
$
|
56
|
|
Operating lease liabilities in
Other long-term liabilities
|
$
|
205
|
|
|
As of June 30, 2019
|
Weighted average remaining lease term
|
5.33 years
|
Weighted average discount rate
|
3.62%
|
(in millions)
|
Six Months Ended June 30, 2019
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
|
||
Operating cash flows from operating leases
|
$
|
35
|
|
Fiscal year
|
Operating Leases
(in millions) |
||
2019 (excluding the first six months of 2019)
|
$
|
37
|
|
2020
|
64
|
|
|
2021
|
52
|
|
|
2022
|
41
|
|
|
2023
|
31
|
|
|
Thereafter
|
65
|
|
|
Total future minimum operating lease payments
|
289
|
|
|
Less: imputed interest
|
28
|
|
|
Present value of operating lease liabilities
|
$
|
261
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||
Effective tax rate from continuing operations
|
(5.9
|
)%
|
|
(60.3
|
)%
|
|
4.0
|
%
|
|
(27.3
|
)%
|
•
|
On October 30, 2015, a subsidiary of Boston Scientific filed suit against Edwards Lifesciences Corporation and Edwards Lifesciences Services GmbH in Düsseldorf District Court in Germany for patent infringement. We allege that Edwards’ SAPIEN 3™ Heart Valve infringes our patent related to adaptive sealing technology. On February 25, 2016, we extended the action to allege infringement of a second patent related to adaptive sealing technology. The trial began on February 7, 2017. On March 9, 2017, the court found that Edwards infringed both patents and Edwards appealed.
|
•
|
On November 9, 2015, Edwards Lifesciences, LLC filed an invalidity claim against one of our subsidiaries, Sadra Medical, Inc. (Sadra), in the High Court of Justice, Chancery Division Patents Court in the United Kingdom, alleging that a European patent owned by Sadra relating to a repositionable heart valve is invalid. On January 15, 2016, we filed our defense and counterclaim for a declaration that our European patent is valid and infringed by Edwards. On February 25, 2016, we amended our counterclaim to allege infringement of a second patent related to adaptive sealing technology. A trial was held from January 18 to January 27, 2017. On March 3, 2017, the court found one of our patents valid and infringed and some claims of the second patent invalid and the remaining claims not infringed. Both parties have filed an appeal. On March 28, 2018, the Court of Appeals affirmed the decision of the High Court.
|
•
|
On November 23, 2015, Edwards Lifesciences PVT, Inc. filed a patent infringement action against us and one of our subsidiaries, Boston Scientific Medizintechnik GmbH, in the District Court of Düsseldorf, Germany alleging a European patent (Spenser '672) owned by Edwards is infringed by our Lotus™ Valve System. The trial began on February 7, 2017. On March 9, 2017, the court found that we did not infringe the Spenser '672 patent. Edwards filed an appeal.
|
•
|
On November 23, 2015, Edwards Lifesciences Corporation filed a patent infringement action against us and Boston Scientific Medizintechnik GmbH in the District Court of Düsseldorf, Germany alleging an European patent (Bourang) owned by Edwards is infringed by our Lotus Valve System. The trial began on February 7, 2017. On March 28, 2017, the European Patent Office revoked the Bourang patent and on April 3, 2017, the court suspended the infringement action pending Edwards' appeal of the revocation of the patent at the European Patent Office.
|
•
|
On April 19, 2016, a subsidiary of Boston Scientific filed suit against Edwards Lifesciences Corporation (Edwards) in the U.S. District Court for the District of Delaware for patent infringement. We allege that Edwards’ SAPIEN 3™ Valve infringes a patent related to adaptive sealing technology. On June 9, 2016, Edwards filed a counterclaim alleging that our Lotus™ Valve System infringes three patents owned by Edwards. On October 12, 2016, Edwards filed a petition for inter partes review of our patent with the U.S. Patent and Trademark Office (USPTO), Patent Trial and Appeal Board. On March 29, 2017, the USPTO granted the inter partes review request. On April 18, 2017, Edwards filed a second petition for inter partes review of our patent with the USPTO. On March 23, 2018, the USPTO found our patent invalid. The Company filed an appeal before the United States Court of Appeals for the Federal Circuit on May 24, 2018.
|
•
|
On April 19, 2016, a subsidiary of Boston Scientific filed suit against Edwards Lifesciences Corporation in the U.S. District Court for the Central District of California for patent infringement. We allege that Edwards’ aortic valve delivery systems infringe eight of our catheter related patents. On October 13, 2016, Edwards filed a petition for inter partes review of one asserted patent with the USPTO, Patent Trial and Appeal Board. On April 21, 2017, the USPTO denied the petition. On April 19 and 20, 2017, Edwards filed multiple inter partes review petitions against the patents in suit. On September 8, 2017, the court granted a stay of the action pending an inter partes review of the patents in suit.
|
•
|
On April 26, 2016, Edwards Lifesciences PVT, Inc. filed a patent infringement action against us and one of our subsidiaries, Boston Scientific Medizintechnik GmbH, in the District Court of Düsseldorf, Germany alleging a European patent (Spenser '550) owned by Edwards is infringed by our Lotus Transcatheter Heart Valve System. The trial began on February 7, 2017. On March 9, 2017, the court found that we infringed the Spenser '550 patent. The Company filed an appeal. On April 13, 2018, the ‘550 patent was revoked by the European Patent Office.
|
•
|
On October 27, 2016, Edwards Lifesciences PVT, Inc. filed a patent infringement action against us and one of our subsidiaries, Boston Scientific, LTD, in the Federal Court of Canada alleging that three Canadian patents (Spenser) owned by Edwards are infringed by our Lotus Transcatheter Heart Valve System.
|
•
|
On December 22, 2016, Edwards Lifesciences PVT, Inc. and Edwards Lifesciences SA (AG) filed a plenary summons against Boston Scientific Limited and Boston Scientific Group Public Company in the High Court of Ireland alleging that a European patent (Spenser) owned by Edwards is infringed by our Lotus™ Valve System. On April 13, 2018, the ‘550 patent was revoked by the European Patent Office.
|
•
|
On August 1, 2018, the Company filed a patent infringement action on the merits in Dusseldorf, Germany against Edwards Lifesciences Corporation and Edwards Lifesciences GmbH (collectively Edwards) alleging that the Sapien 3™ Device and Sapien 3 Ultra Device infringed a patent owned by the Company.
|
•
|
On August 3, 2018, the Company filed a preliminary injunction request in Dusseldorf, Germany against Edwards Lifesciences Corporation and Edwards Lifesciences GmbH (collectively Edwards) alleging that the Sapien 3 Ultra Device infringed a patent owned by the Company. On October 23, 2018, the court found that the Sapien 3 Ultra Device infringed the patent. Edwards had the right to appeal.
|
•
|
On August 22, 2018, Edwards Lifesciences LLC filed a patent infringement action against Boston Scientific Corporation, in the U. S. District Court of Delaware, alleging that two U.S. patents (Schweich) owned by them are infringed by our Watchman™ Left Atrial Appendage Closure Device, Watchman Delivery System and Watchman Access System.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average shares outstanding - basic
|
1,391.0
|
|
|
1,380.5
|
|
|
1,389.4
|
|
|
1,378.5
|
|
Net effect of common stock equivalents
|
17.6
|
|
|
18.3
|
|
|
19.1
|
|
|
19.3
|
|
Weighted average shares outstanding - assuming dilution
|
1,408.6
|
|
|
1,398.9
|
|
|
1,408.5
|
|
|
1,397.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Net sales
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
MedSurg
|
$
|
818
|
|
|
$
|
751
|
|
|
$
|
1,584
|
|
|
$
|
1,462
|
|
Rhythm and Neuro
|
786
|
|
|
775
|
|
|
1,543
|
|
|
1,512
|
|
||||
Cardiovascular
|
1,026
|
|
|
965
|
|
|
1,998
|
|
|
1,898
|
|
||||
|
$
|
2,631
|
|
|
$
|
2,490
|
|
|
$
|
5,124
|
|
|
$
|
4,870
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Income (loss) before income taxes
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
MedSurg
|
$
|
295
|
|
|
$
|
273
|
|
|
$
|
551
|
|
|
$
|
532
|
|
Rhythm and Neuro
|
167
|
|
|
160
|
|
|
322
|
|
|
313
|
|
||||
Cardiovascular
|
301
|
|
|
300
|
|
|
577
|
|
|
590
|
|
||||
Operating income of reportable segments
|
763
|
|
|
734
|
|
|
1,449
|
|
|
1,436
|
|
||||
Corporate expenses, including hedging activities
|
(91
|
)
|
|
(100
|
)
|
|
(140
|
)
|
|
(200
|
)
|
||||
Intangible asset impairment charges, acquisition-related, restructuring- and restructuring-related and litigation-related net (charges) credits
|
(127
|
)
|
|
(95
|
)
|
|
(64
|
)
|
|
(149
|
)
|
||||
Amortization expense
|
(161
|
)
|
|
(147
|
)
|
|
(321
|
)
|
|
(288
|
)
|
||||
Operating income (loss)
|
384
|
|
|
392
|
|
|
925
|
|
|
799
|
|
||||
Other expense, net
|
(239
|
)
|
|
(45
|
)
|
|
(323
|
)
|
|
(129
|
)
|
||||
Income (loss) before income taxes
|
$
|
145
|
|
|
$
|
347
|
|
|
$
|
602
|
|
|
$
|
670
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Reportable segment operating income as a percentage of reportable segment net sales
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
MedSurg
|
36.1
|
%
|
|
36.4
|
%
|
|
34.8
|
%
|
|
36.4
|
%
|
||||
Rhythm and Neuro
|
21.2
|
%
|
|
20.6
|
%
|
|
20.9
|
%
|
|
20.7
|
%
|
||||
Cardiovascular
|
29.3
|
%
|
|
31.1
|
%
|
|
28.9
|
%
|
|
31.1
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Businesses
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Endoscopy
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
270
|
|
|
$
|
245
|
|
|
$
|
523
|
|
|
$
|
477
|
|
International
|
200
|
|
|
197
|
|
|
387
|
|
|
384
|
|
||||
Worldwide
|
470
|
|
|
442
|
|
|
910
|
|
|
861
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Urology and Pelvic Health
|
|
|
|
|
|
|
|
||||||||
U.S.
|
248
|
|
|
213
|
|
|
479
|
|
|
409
|
|
||||
International
|
100
|
|
|
96
|
|
|
195
|
|
|
192
|
|
||||
Worldwide
|
348
|
|
|
308
|
|
|
674
|
|
|
601
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cardiac Rhythm Management
|
|
|
|
|
|
|
|
||||||||
U.S.
|
288
|
|
|
290
|
|
|
576
|
|
|
580
|
|
||||
International
|
210
|
|
|
204
|
|
|
413
|
|
|
407
|
|
||||
Worldwide
|
498
|
|
|
494
|
|
|
989
|
|
|
987
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Electrophysiology
|
|
|
|
|
|
|
|
||||||||
U.S.
|
39
|
|
|
39
|
|
|
75
|
|
|
74
|
|
||||
International
|
46
|
|
|
40
|
|
|
89
|
|
|
79
|
|
||||
Worldwide
|
84
|
|
|
79
|
|
|
164
|
|
|
154
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Neuromodulation
|
|
|
|
|
|
|
|
||||||||
U.S.
|
160
|
|
|
160
|
|
|
304
|
|
|
291
|
|
||||
International
|
44
|
|
|
42
|
|
|
86
|
|
|
79
|
|
||||
Worldwide
|
204
|
|
|
202
|
|
|
390
|
|
|
371
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interventional Cardiology
|
|
|
|
|
|
|
|
||||||||
U.S.
|
318
|
|
|
296
|
|
|
614
|
|
|
577
|
|
||||
International
|
388
|
|
|
366
|
|
|
753
|
|
|
730
|
|
||||
Worldwide
|
706
|
|
|
662
|
|
|
1,367
|
|
|
1,307
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Peripheral Interventions
|
|
|
|
|
|
|
|
||||||||
U.S.
|
155
|
|
|
152
|
|
|
311
|
|
|
297
|
|
||||
International
|
165
|
|
|
152
|
|
|
320
|
|
|
294
|
|
||||
Worldwide
|
320
|
|
|
304
|
|
|
631
|
|
|
591
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Company
|
|
|
|
|
|
|
|
||||||||
U.S.
|
1,478
|
|
|
1,394
|
|
|
2,881
|
|
|
2,704
|
|
||||
International
|
1,153
|
|
|
1,096
|
|
|
2,243
|
|
|
2,166
|
|
||||
Net Sales
|
$
|
2,631
|
|
|
$
|
2,490
|
|
|
$
|
5,124
|
|
|
$
|
4,870
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Geographic Regions
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
U.S.
|
$
|
1,478
|
|
|
$
|
1,394
|
|
|
$
|
2,881
|
|
|
$
|
2,704
|
|
EMEA (Europe, Middle East and Africa)
|
571
|
|
|
558
|
|
|
1,132
|
|
|
1,121
|
|
||||
APAC (Asia-Pacific)
|
481
|
|
|
442
|
|
|
918
|
|
|
857
|
|
||||
Latin America and Canada
|
101
|
|
|
96
|
|
|
192
|
|
|
188
|
|
||||
|
$
|
2,631
|
|
|
$
|
2,490
|
|
|
$
|
5,124
|
|
|
$
|
4,870
|
|
|
|
|
|
|
|
|
|
||||||||
Emerging Markets
†
|
$
|
318
|
|
|
$
|
283
|
|
|
$
|
614
|
|
|
$
|
545
|
|
(in millions)
|
Foreign Currency Translation Adjustments
|
|
Net Change in Derivative Financial Instruments
|
|
Net Change in Available-for-Sale Securities
|
|
Net Change in Defined Benefit Pensions and Other Items
|
|
Total
|
||||||||||
Balance as of March 31, 2019
|
$
|
(46
|
)
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
87
|
|
Other comprehensive income (loss) before reclassifications
|
8
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
(Income) loss amounts reclassified from accumulated other comprehensive income
|
(8
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||
Total other comprehensive income (loss)
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
Balance as of June 30, 2019
|
$
|
(46
|
)
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
78
|
|
(in millions)
|
Foreign Currency Translation Adjustments
|
|
Net Change in Derivative Financial Instruments
|
|
Net Change in Available-for-Sale Securities
|
|
Net Change in Defined Benefit Pensions and Other Items
|
|
Total
|
||||||||||
Balance as of March 31, 2018
|
$
|
(22
|
)
|
|
$
|
(79
|
)
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
(128
|
)
|
Other comprehensive income (loss) before reclassifications
|
(40
|
)
|
|
151
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|||||
(Income) loss amounts reclassified from accumulated other comprehensive income
|
(5
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total other comprehensive income (loss)
|
(45
|
)
|
|
158
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|||||
Balance as of June 30, 2018
|
$
|
(68
|
)
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
(16
|
)
|
(in millions)
|
Foreign Currency Translation Adjustments
|
|
Net Change in Derivative Financial Instruments
|
|
Net Change in Available-for-Sale Securities
|
|
Net Change in Defined Benefit Pensions and Other Items
|
|
Total
|
||||||||||
Balance as of December 31, 2018
|
$
|
(53
|
)
|
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
33
|
|
Other comprehensive income (loss) before reclassifications
|
22
|
|
|
58
|
|
|
—
|
|
|
(1
|
)
|
|
79
|
|
|||||
(Income) loss amounts reclassified from accumulated other comprehensive income
|
(16
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||
Total other comprehensive income (loss)
|
7
|
|
|
40
|
|
|
—
|
|
|
(1
|
)
|
|
45
|
|
|||||
Balance as of June 30, 2019
|
$
|
(46
|
)
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
78
|
|
(in millions)
|
Foreign Currency Translation Adjustments
|
|
Net Change in Derivative Financial Instruments
|
|
Net Change in Available-for-Sale Securities
|
|
Net Change in Defined Benefit Pensions and Other Items
|
|
Total
|
||||||||||
Balance as of December 31, 2017
|
$
|
(32
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
(27
|
)
|
|
$
|
(59
|
)
|
Other comprehensive income (loss) before reclassifications
|
(31
|
)
|
|
59
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
(Income) loss amounts reclassified from accumulated other comprehensive income
|
(5
|
)
|
|
19
|
|
|
1
|
|
|
—
|
|
|
15
|
|
|||||
Total other comprehensive income (loss)
|
(36
|
)
|
|
78
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Balance as of June 30, 2018
|
$
|
(68
|
)
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
(16
|
)
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended June 30, 2019
|
||||||
(in millions, except per share data)
|
Net Income (Loss)
|
|
Impact per Share
|
||||
GAAP net income (loss)
|
$
|
154
|
|
|
$
|
0.11
|
|
Non-GAAP adjustments:
|
|
|
|
||||
Amortization expense
|
144
|
|
|
0.10
|
|
||
Intangible asset impairment charges
|
35
|
|
|
0.02
|
|
||
Acquisition-related net charges (credits)
|
177
|
|
|
0.13
|
|
||
Restructuring and restructuring-related net charges (credits)
|
10
|
|
|
0.01
|
|
||
Litigation-related net charges (credits)
|
12
|
|
|
0.01
|
|
||
Investment impairment charges
|
1
|
|
|
0.00
|
|
||
Discrete tax items
|
18
|
|
|
0.01
|
|
||
Adjusted net income
|
$
|
550
|
|
|
$
|
0.39
|
|
|
Three Months Ended June 30, 2018
|
||||||
(in millions, except per share data)
|
Net Income (Loss)
|
|
Impact per Share
|
||||
GAAP net income (loss)
|
$
|
555
|
|
|
$
|
0.40
|
|
Non-GAAP adjustments:
|
|
|
|
||||
Amortization expense
|
130
|
|
|
0.09
|
|
||
Intangible asset impairment charges
|
30
|
|
|
0.02
|
|
||
Acquisition-related net charges (credits)
|
9
|
|
|
0.01
|
|
||
Restructuring and restructuring-related net charges (credits)
|
13
|
|
|
0.01
|
|
||
Discrete tax items
|
(168
|
)
|
|
(0.12
|
)
|
||
Adjusted net income
|
$
|
568
|
|
|
$
|
0.41
|
|
|
Six Months Ended June 30, 2019
|
||||||
(in millions, except per share data)
|
Net income (loss)
|
|
Impact per share
|
||||
GAAP net income (loss)
|
$
|
578
|
|
|
$
|
0.41
|
|
Non-GAAP adjustments:
|
|
|
|
||||
Amortization expense
|
287
|
|
|
0.20
|
|
||
Intangible asset impairment charges
|
97
|
|
|
0.07
|
|
||
Acquisition-related net charges (credits)
|
155
|
|
|
0.11
|
|
||
Restructuring and restructuring-related net charges (credits)
|
19
|
|
|
0.01
|
|
||
Litigation-related net charges (credits)
|
(116
|
)
|
|
(0.08
|
)
|
||
Investment impairment charges
|
2
|
|
|
0.00
|
|
||
Discrete tax items
|
18
|
|
|
0.01
|
|
||
Adjusted net income
|
$
|
1,040
|
|
|
$
|
0.74
|
|
|
Six Months Ended June 30, 2018
|
||||||
(in millions, except per share data)
|
Net income (loss)
|
|
Impact per share
|
||||
GAAP net income (loss)
|
$
|
853
|
|
|
$
|
0.61
|
|
Non-GAAP adjustments:
|
|
|
|
||||
Amortization expense
|
248
|
|
|
0.18
|
|
||
Intangible asset impairment charges
|
31
|
|
|
0.02
|
|
||
Acquisition-related net charges (credits)
|
29
|
|
|
0.02
|
|
||
Restructuring and restructuring-related net charges (credits)
|
35
|
|
|
0.02
|
|
||
Investment impairment charges
|
5
|
|
|
0.00
|
|
||
Discrete tax items
|
(177
|
)
|
|
(0.13
|
)
|
||
Adjusted net income
|
$
|
1,023
|
|
|
$
|
0.73
|
|
|
Three Months Ended June 30,
|
|
|
||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
||||
Endoscopy
|
$
|
470
|
|
|
$
|
442
|
|
|
6.3%
|
Urology and Pelvic Health
|
348
|
|
|
308
|
|
|
13.0%
|
||
MedSurg
|
818
|
|
|
751
|
|
|
9.0%
|
||
Cardiac Rhythm Management
|
498
|
|
|
494
|
|
|
0.6%
|
||
Electrophysiology
|
84
|
|
|
79
|
|
|
7.0%
|
||
Neuromodulation
|
204
|
|
|
202
|
|
|
1.0%
|
||
Rhythm and Neuro
|
786
|
|
|
775
|
|
|
1.4%
|
||
Interventional Cardiology
|
706
|
|
|
662
|
|
|
6.7%
|
||
Peripheral Interventions
|
320
|
|
|
304
|
|
|
5.6%
|
||
Cardiovascular
|
1,026
|
|
|
965
|
|
|
6.3%
|
||
Net Sales
|
$
|
2,631
|
|
|
$
|
2,490
|
|
|
5.6%
|
|
Six Months Ended June 30,
|
|
|
||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
||||
Endoscopy
|
$
|
910
|
|
|
$
|
861
|
|
|
5.8%
|
Urology and Pelvic Health
|
674
|
|
|
601
|
|
|
12.2%
|
||
MedSurg
|
1,584
|
|
|
1,462
|
|
|
8.4%
|
||
Cardiac Rhythm Management
|
989
|
|
|
987
|
|
|
0.1%
|
||
Electrophysiology
|
164
|
|
|
154
|
|
|
6.7%
|
||
Neuromodulation
|
390
|
|
|
371
|
|
|
5.3%
|
||
Rhythm and Neuro
|
1,543
|
|
|
1,512
|
|
|
2.1%
|
||
Interventional Cardiology
|
1,367
|
|
|
1,307
|
|
|
4.6%
|
||
Peripheral Interventions
|
631
|
|
|
591
|
|
|
6.7%
|
||
Cardiovascular
|
1,998
|
|
|
1,898
|
|
|
5.3%
|
||
Net Sales
|
$
|
5,124
|
|
|
$
|
4,870
|
|
|
5.2%
|
|
Three Months
|
|
Six Months
|
Gross profit margin - period ended June 30, 2018
|
70.3%
|
|
71.0%
|
Manufacturing cost reductions
|
0.8
|
|
0.7
|
Sales pricing and mix
|
(0.3)
|
|
(0.8)
|
Net impact of foreign currency fluctuations
|
0.8
|
|
0.8
|
All other, including inventory charges and other period expense
|
(0.4)
|
|
(0.7)
|
Gross profit margin - period ended June 30, 2019
|
71.2%
|
|
71.0%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
(in millions)
|
$
|
% of Net Sales
|
|
$
|
% of Net Sales
|
|
$
|
% of Net Sales
|
|
$
|
% of Net Sales
|
||||||||||||
Selling, general and administrative (SG&A) expenses
|
$
|
968
|
|
36.8
|
%
|
|
$
|
886
|
|
35.6
|
%
|
|
$
|
1,837
|
|
35.9
|
%
|
|
$
|
1,746
|
|
35.9
|
%
|
Research and development (R&D) expenses
|
280
|
|
10.6
|
%
|
|
275
|
|
11.0
|
%
|
|
559
|
|
10.9
|
%
|
|
536
|
|
11.0
|
%
|
||||
Royalty expense
|
17
|
|
0.6
|
%
|
|
17
|
|
0.7
|
%
|
|
32
|
|
0.6
|
%
|
|
35
|
|
0.7
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Amortization expense
|
$
|
161
|
|
|
$
|
147
|
|
|
$
|
321
|
|
|
$
|
288
|
|
Intangible asset impairment charges
|
37
|
|
|
34
|
|
|
105
|
|
|
35
|
|
||||
Contingent consideration expense (benefit)
|
10
|
|
|
(4
|
)
|
|
(18
|
)
|
|
1
|
|
||||
Restructuring charges (credits)
|
1
|
|
|
5
|
|
|
7
|
|
|
18
|
|
||||
Restructuring-related charges (credits)
|
10
|
|
|
11
|
|
|
17
|
|
|
26
|
|
||||
Litigation-related net charges (credits)
|
15
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
(in millions)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Interest expense
|
$
|
(89
|
)
|
|
$
|
(57
|
)
|
|
$
|
(198
|
)
|
|
$
|
(119
|
)
|
|
|
|
|
|
|
|
|
||||||||
Average borrowing rate
|
3.7
|
%
|
|
3.6
|
%
|
|
4.2
|
%
|
|
3.8
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest income
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
21
|
|
|
$
|
2
|
|
Net foreign currency gain (loss)
|
(156
|
)
|
|
(1
|
)
|
|
(127
|
)
|
|
(9
|
)
|
||||
Net gains (losses) on investments
|
(4
|
)
|
|
11
|
|
|
(12
|
)
|
|
(2
|
)
|
||||
Other income (expense), net
|
(4
|
)
|
|
1
|
|
|
(7
|
)
|
|
(1
|
)
|
||||
|
$
|
(150
|
)
|
|
$
|
12
|
|
|
$
|
(125
|
)
|
|
$
|
(11
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Effective tax rate from continuing operations
|
(5.9
|
)%
|
|
(60.3
|
)%
|
|
4.0
|
%
|
|
(27.3
|
)%
|
|
Six Months Ended June 30,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Cash provided by (used for) operating activities
|
$
|
642
|
|
|
$
|
(210
|
)
|
Cash provided by (used for) investing activities
|
(1,030
|
)
|
|
(664
|
)
|
||
Cash provided by (used for) financing activities
|
2,383
|
|
|
856
|
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Current debt obligations
|
$
|
1,949
|
|
|
$
|
2,253
|
|
Long-term debt
|
7,591
|
|
|
4,803
|
|
||
Total debt
|
$
|
9,541
|
|
|
$
|
7,056
|
|
|
As of
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Fixed-rate debt instruments
|
$
|
7,585
|
|
|
$
|
4,797
|
|
Variable rate debt instruments
|
1,955
|
|
|
2,259
|
|
||
Total debt
|
$
|
9,541
|
|
|
$
|
7,056
|
|
•
|
Acquisition-related net charges (credits) or payments- These adjustments may consist of (a) contingent consideration fair value adjustments; (b) gains on previously held investments; (c) due diligence, deal fees, inventory step-up amortization, integration and exit costs, other fees, and accelerated compensation expense; and (d) separation costs and gains primarily associated with the sale of a business or portion of a business. The contingent consideration adjustments represent accounting adjustments to state contingent consideration liabilities at their estimated fair value. These adjustments can be highly variable depending on the assessed likelihood and amount of future contingent consideration payments. Due diligence, deal fees, inventory step-up amortization, integration and exit costs include legal, tax, severance and other expenses associated with prior and potential future acquisitions and divestitures that can be highly variable and not representative of ongoing operations. Deal fees in 2019 included expenses for instruments entered into solely for the purpose of financing or hedging the proposed BTG plc acquisition, including net interest expense and hedging expenses. Upon the acquisition closing, we will treat these types of expenses and gains as normal operating costs. Separation costs and gains/losses on the sale of a business unit would represent those costs associated with a divestiture and are not representative of ongoing operations. Acquisition-related net charges (credits) are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance.
|
•
|
Our ability to increase net sales, expand the market, capture market share and adapt to market volatility,
|
•
|
The ongoing impact on our business of physician alignment to hospitals, governmental investigations and audits of hospitals and other market and economic conditions on the overall number of procedures performed,
|
•
|
Competitive offerings and related declines in average selling prices for our products,
|
•
|
The performance of, and physician and patient confidence in, our products and technologies or those of our competitors,
|
•
|
The impact and outcome of ongoing and future clinical trials and market studies undertaken by us, our competitors or other third parties or perceived product performance of our or our competitors' products,
|
•
|
Variations in clinical results, reliability or product performance of our and our competitors' products,
|
•
|
Our ability to acquire or develop, launch and supply new or next-generation products and technologies worldwide and in line with our commercialization strategies in a timely and successful manner and with respect to our recent acquisitions,
|
•
|
The effect of consolidation and competition in the markets in which we do business or plan to do business,
|
•
|
Disruption in the manufacture or supply of certain components, materials or products or the failure to secure in a timely manner alternative manufacturing or additional or replacement components, materials or products,
|
•
|
Our ability to retain and attract key personnel,
|
•
|
The impact of enhanced requirements to obtain regulatory approval in the U.S. and around the world, including the associated timing and cost of product approval, and
|
•
|
The impact of increased pressure on the availability and rate of third-party reimbursement for our products and procedures in the U.S. and around the world, including with respect to the timing and costs of creating and expanding markets for new products and technologies.
|
•
|
The impact of healthcare policy changes and legislative or regulatory efforts in the U.S., the EU and around the world to modify product approval or reimbursement processes, including a trend toward demonstrating clinical outcomes, comparative effectiveness and cost efficiency, as well as the impact of other healthcare reform legislation,
|
•
|
Risks associated with our regulatory compliance and quality systems and activities in the U.S., the EU and around the world, including meeting regulatory standards applicable to manufacturing and quality processes,
|
•
|
Our ability to minimize or avoid future field actions or FDA warning letters relating to our products and processes and the ongoing inherent risk of potential physician advisories related to medical devices,
|
•
|
The impact of increased scrutiny of and heightened global regulatory enforcement facing the medical device industry arising from political and regulatory changes, economic pressures or otherwise, including under U.S. Anti-Kickback Statute, U.S. False Claims Act and similar laws in other jurisdictions, U.S. Foreign Corrupt Practices Act (FCPA) and similar laws in other jurisdictions, and U.S. and foreign export control, trade embargo and customs laws,
|
•
|
Costs and risks associated with litigation,
|
•
|
The effect of our litigation and risk management practices, including self-insurance and compliance activities on our loss contingencies, legal provision and cash flows,
|
•
|
The impact of, diversion of management attention as a result of and costs to cooperate with, litigate and/or resolve governmental investigations and our class action, product liability, contract and other legal proceedings,
|
•
|
The possibility of failure to protect our intellectual property rights and the outcome of patent litigation, and
|
•
|
Our ability to properly operate our information systems that support our business operations and protect our data integrity and products from a cyber-attack or other breach that has a material adverse effect on our business, reputation or results of operations.
|
•
|
The timing, size and nature of our strategic growth initiatives and market opportunities, including with respect to our internal research and development platforms and externally available research and development platforms and technologies and the ultimate cost and success of those initiatives and opportunities,
|
•
|
Our ability to complete planned clinical trials successfully, obtain regulatory approvals and launch new and next generation products in a timely manner consistent with cost estimates, including the successful completion of projects from in-process research and development,
|
•
|
Our ability to identify and prioritize our internal research and development project portfolio and our external investment portfolio on profitable revenue growth opportunities as well as to keep them in line with the estimated timing and costs of such projects and expected revenue levels for the resulting products and technologies,
|
•
|
Our ability to successfully develop, manufacture and market new products and technologies in a timely manner and the ability of our competitors and other third parties to develop products or technologies that render our products or technologies noncompetitive or obsolete,
|
•
|
Our ability to execute appropriate decisions to discontinue, write-down or reduce the funding of any of our research and development projects, including projects from in-process research and development, in our growth adjacencies or otherwise,
|
•
|
Our dependence on acquisitions, alliances or investments to introduce new products or technologies and to enter new or adjacent growth markets and our ability to fund them or to fund contingent payments with respect to those acquisitions, alliances and investments, and
|
•
|
The potential failure to successfully integrate and realize the expected benefits from the strategic acquisitions, alliances and investments we have consummated or may consummate in the future.
|
•
|
Our dependency on international net sales to achieve growth, including in emerging markets,
|
•
|
The impact of changes in our international structure and leadership,
|
•
|
The timing and collectability of customer payments,
|
•
|
The political and economic conditions (including the impact of the United Kingdom's exit from the EU, often referred to as "Brexit"),
|
•
|
Protection of our intellectual property,
|
•
|
Our ability to comply with established and developing U.S. and foreign legal and regulatory requirements, including FCPA and similar laws in other jurisdictions,
|
•
|
Our ability to comply with U.S. and foreign export control, trade embargo and customs laws,
|
•
|
The impact of changes in reimbursement practices and policies in both the U.S. and abroad,
|
•
|
Our ability to maintain or expand our worldwide market positions in the various markets in which we compete or seek to compete, including through investments in product diversification and emerging markets such as Brazil, Russia, India and China,
|
•
|
Our ability to execute and realize anticipated benefits from our investments in emerging markets, and
|
•
|
The potential effect of foreign currency fluctuations and interest rate fluctuations on our net sales, expenses and resulting margins.
|
•
|
Our ability to generate sufficient cash flow to fund operations, capital expenditures, global expansion initiatives, any litigation settlements and judgments, share repurchases and strategic investments and acquisitions as well as maintaining our investment grade ratings and managing our debt levels and covenant compliance,
|
•
|
Our ability to access the public and private capital markets when desired and to issue debt or equity securities on terms reasonably acceptable to us,
|
•
|
The unfavorable resolution of open tax matters, exposure to additional tax liabilities and the impact of changes in U.S. and international tax laws,
|
•
|
The impact of examinations and assessments by domestic and international taxing authorities on our tax provision, financial condition or results of operations,
|
•
|
The possibility of counterparty default on our derivative financial instruments,
|
•
|
The impact of potential intangible asset impairment charges, including on our results of operations, and
|
•
|
Our ability to collect outstanding and future receivables and/or sell receivables under our factoring programs.
|
•
|
Risks associated with significant changes made or expected to be made to our organizational and operational structure, pursuant to our restructuring plans as well as any further restructuring or optimization plans we may undertake in the future and our ability to recognize benefits and cost reductions from such programs and
|
•
|
Business disruption and employee distraction as we execute our global compliance program, restructuring and optimization plans and divestitures of assets or businesses and implement our other strategic and cost reduction initiatives.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
3.1
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
BOSTON SCIENTIFIC CORPORATION
|
||
|
By:
|
/s/ Daniel J. Brennan
|
|
|
|
|
|
|
|
Name:
|
Daniel J. Brennan
|
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
1 Year Boston Scientific Chart |
1 Month Boston Scientific Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions