00008857252023FYfalse00008857252023-01-012023-12-310000885725us-gaap:CommonStockMember2023-01-012023-12-310000885725bsx:SeniorNotedue2027Member2023-01-012023-12-3100008857252023-06-30iso4217:USDiso4217:USDxbrli:shares00008857252024-01-31xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, or
For the fiscal year ended December 31, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-11083
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware04-2695240
(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)

508 683-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueBSXNew York Stock Exchange
0.625% Senior Notes due 2027BSX27New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes: ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorted period that the registrant was required to submit such files). Yes: ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes: ☐ No ☑
The aggregate market value of the registrant’s common stock held by non-affiliates was approximately $79.0 billion based on the last reported sale price of $54.09 of the registrant’s common stock on the New York Stock Exchange on June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter. (For this computation, the registrant has excluded the market value of all shares of common stock of the registrant reported as beneficially owned by executive officers, and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an affiliate of the registrant.)


The number of shares outstanding of Common Stock, $0.01 par value per share, as of January 31, 2024 was 1,467,095,627.
Auditor Name:Ernst & Young LLPAuditor Location:New York, NYAuditor Firm ID:42

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



EXPLANATORY NOTE

Boston Scientific Corporation (the “Company”) is filing this Amendment No. 1 (“Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Form 10-K”) filed with the Securities and Exchange Commission on February 20, 2024, solely to amend Exhibit 23, the Consent of Independent Registered Public Accounting Firm. On February 20, 2024, Ernst & Young LLP, the Company’s independent registered public accounting firm, provided to the Company a manually signed consent prior to the filing of the Form 10-K consenting to the incorporation by reference in certain Boston Scientific Corporation Registration Statements of its reports dated February 20, 2024, included in the Form 10-K. The consent attached as Exhibit 23 to the Form 10-K inadvertently omitted the conformed electronic signature of Ernst & Young LLP. The Company is amending the Form 10-K to include the executed copy of the consent including the conformed electronic signature of Ernst & Young LLP, which is attached as Exhibit 23 hereto. There are no other changes to the Form 10-K or the consent.

This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) The following documents are filed as a part of this Form 10-K/A:







SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


     
Dated: February 21, 2024 
Boston Scientific Corporation
     
  
By:
  /s/ Daniel J. Brennan
  
 
  
  
 
 Daniel J. Brennan
    Executive Vice President and Chief Financial Officer
    (duly authorized officer and principal financial officer)

 













EXHIBIT 23

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the following Registration Statements:
 
(1)    Registration Statement (Form S-3 Nos. 333-262937, 333-76346, 333-61994, and 333-64991) of Boston Scientific Corporation,

(2)    Registration Statement (Form S-4 Nos. 333-131608 and 333-22581) of Boston Scientific Corporation,

(3)    Registration Statement (Form S-8 Nos. 333-25033, 333-25037, 333-36636, 333-61056, 333-61060, 333-76380, 333-98755, 333-111047, 333-131608, 333-133569, 333-134932, 333-151280, 333-174620, 333-174622, 333-188905, 333-196672, 333-241022, and 333-264754) of Boston Scientific Corporation;
 
of our reports dated February 20, 2024, with respect to the consolidated financial statements and schedule of Boston Scientific Corporation and the effectiveness of internal control over financial reporting of Boston Scientific Corporation included in this Annual Report (Form 10-K) of Boston Scientific Corporation for the year ended December 31, 2023.


/s/ Ernst & Young LLP

Boston, Massachusetts
February 20, 2024


EXHIBIT 31.1
 
CERTIFICATIONS
 
I, Michael F. Mahoney, certify that:

1.
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Boston Scientific Corporation; and
  
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.



Date:  February 21, 2024
 
/s/ Michael F. Mahoney
 
 
 
Michael F. Mahoney
 
 
 
Chief Executive Officer
 






EXHIBIT 31.2
 
CERTIFICATIONS
 
I, Daniel J. Brennan, certify that:


1.
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Boston Scientific Corporation; and
  
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.


Date: February 21, 2024
 
/s/ Daniel J. Brennan
 
 
 
Daniel J. Brennan
 
 
 
Executive Vice President and Chief Financial Officer
 





v3.24.0.1
Cover - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2023
Jan. 31, 2024
Jun. 30, 2023
Entity Information [Line Items]      
Document Type 10-K/A    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Document Transition Report false    
Entity File Number 1-11083    
Entity Registrant Name BOSTON SCIENTIFIC CORPORATION    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 04-2695240    
Entity Address, Address Line One 300 Boston Scientific Way    
Entity Address, City or Town Marlborough    
Entity Address, State or Province MA    
Entity Address, Postal Zip Code 01752-1234    
City Area Code 508    
Local Phone Number 683-4000    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 79,000
Entity Listing, Par Value Per Share $ 0.01    
Entity Common Stock, Shares Outstanding   1,467,095,627  
Entity Central Index Key 0000885725    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
Documents Incorporated by Reference
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be filed within 120 days of December 31, 2023 with the Securities and Exchange Commission in connection with its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
    
Common Stock [Member]      
Entity Information [Line Items]      
Title of 12(b) Security Common Stock, $0.01 par value    
Trading Symbol BSX    
Security Exchange Name NYSE    
Senior Note due 2027 [Member]      
Entity Information [Line Items]      
Title of 12(b) Security 0.625% Senior Notes due 2027    
Trading Symbol BSX27    
Security Exchange Name NYSE    
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Name Ernst & Young LLP
Auditor Location New York, NY
Auditor Firm ID 42
Grafico Azioni Boston Scientific (NYSE:BSX-A)
Storico
Da Apr 2024 a Mag 2024 Clicca qui per i Grafici di Boston Scientific
Grafico Azioni Boston Scientific (NYSE:BSX-A)
Storico
Da Mag 2023 a Mag 2024 Clicca qui per i Grafici di Boston Scientific