þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, or
|
o
|
|
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)
|
COMMON STOCK, $.01 PAR VALUE PER SHARE
|
|
NEW YORK STOCK EXCHANGE
|
(Title of each class)
|
|
(Name of exchange on which registered)
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
•
|
our SpyGlass™ DS System, which brings digital imaging, a wider field of view and a simpler set-up (compared to our legacy SpyGlass System), thus enabling cholangioscopy to play a greater role in the diagnosis and treatment of pancreatico-biliary diseases,
|
•
|
our Resolution 360™ Clip, a hemostatic clipping technology designed to stop and help prevent bleeding during endoscopic procedures,
|
•
|
our Epic™ Biliary Endoscopic Stent System, indicated for the palliation of malignant strictures, is our first laser cut self-expanding metal stent and complements our braided metal stent portfolio,
|
•
|
our Acquire™ Endoscopic Ultrasound Fine Needle Biopsy Device, which is designed to obtain larger tissue specimens for histological assessment and is useful when diagnosing diseases such as pancreatic cancer, liver cancer and stomach lesions,
|
•
|
our AXIOS™ Stent and Electrocautery Enhanced Delivery System, the first, and currently only, stent in the U.S. indicated for endoscopic drainage of pancreatic pseudocysts,
|
•
|
our infection prevention portfolio, which includes a customizable Compliance EndoKit™ and single-use Orca™ Valves, designed to minimize the risk of infection transmission and improve operational efficiencies by streamlining manual cleaning or eliminating the need for cleaning and tracking, and
|
•
|
our endoluminal surgery portfolio with ORISE™ Tissue Retractor System, designed to enable tissue retraction and countertraction during en bloc colonic tissue resection procedures and ORISE™ Gel, designed to be used for submucosal lift of polyps, adenomas, early-stage cancers or other gastrointestinal mucosal lesions prior to excision with a snare or other endoscopic device.
|
•
|
a full line of stone management products, including ureteral stents, catheters, baskets, guidewires, sheaths and balloons and stone laser devices,
|
•
|
our LithoVue™ Single-Use Digital Flexible Ureteroscope, which delivers detailed high-resolution digital images for high-quality visualization and seamless navigation,
|
•
|
penile implants to treat erectile dysfunction and urinary control systems to treat male urinary incontinence, under our Men's Health portfolio,
|
•
|
our GreenLight XPS™ Laser System, our MoXy™ Fiber and our newly acquired Rezūm™ System, purchased as part of the NxThera, Inc. (NxThera) acquisition in the second quarter of 2018, under our BPH therapies,
|
•
|
a range of devices for the treatment of Women's Health conditions such as stress urinary incontinence, pelvic organ prolapse, heavy menstrual bleeding (menorrhagia) and uterine fibroids and polyps and
|
•
|
our SpaceOAR™ Hydrogel System, purchased as part of the Augmenix, Inc. (Augmenix) transaction in the fourth quarter of 2018, to help reduce side effects that men may experience after receiving radiotherapy to treat prostate cancer.
|
•
|
our implantable cardioverter defibrillators (ICD) and implantable cardiac resynchronization therapy defibrillators (CRT-D) as well as the world's first, and currently only, commercially available subcutaneous implantable cardiac defibrillators (S-ICD),
|
•
|
our pacemakers and implantable cardiac resynchronization therapy pacemakers (CRT-P) and
|
•
|
our LATITUDE™ Remote Patient Management System, which allows for more frequent monitoring and better guided treatment decisions by enabling physicians in most geographies to monitor implantable system performance remotely.
|
•
|
our Rhythmia™ Mapping System, a next-generation, catheter-based, 3-D cardiac mapping and navigation solution designed to help diagnose and guide treatment of a variety of arrhythmias,
|
•
|
our Blazer™ Therapeutic Ablation Catheter line,
|
•
|
a broad portfolio of diagnostic catheters including Blazer™ Dx-20, Dynamic Tip™ and Viking™ Catheters,
|
•
|
intracardiac ultrasound catheters, delivery sheaths and other accessories and
|
•
|
a full offering of capital equipment used in Electrophysiology labs, such as recording systems, generators and pumps.
|
•
|
our Precision™, Precision Spectra™, Precision Montage™, Precision Novi™ and Spectra WaveWriter™ Spinal Cord Stimulator (SCS) Systems, designed to provide improved pain relief to a wide range of patients who suffer from chronic pain and
|
•
|
our Vercise™, Vercise™ PC and Vercise Gevia™ Deep Brain Stimulation (DBS) Systems for the treatment of Parkinson's disease, tremor, and intractable primary and secondary dystonia, a neurological movement disorder characterized by involuntary muscle contractions.
|
•
|
our SYNERGY™ Everolimus-Eluting Platinum Chromium Coronary Stent System, featuring an ultra-thin abluminal (outer) bioabsorbable polymer coating,
|
•
|
our Promus ELITE™ Everolimus-Eluting Stent and
|
•
|
our Promus PREMIER™ and Promus™ Element™ Everolimus-Eluting family of Stents.
|
•
|
our OptiCross™ IVUS Imaging catheter,
|
•
|
our COMET™ FFR Pressure Guidewire and
|
•
|
our iLab™ Ultrasound Imaging System with Polaris Software, designed to enhance the diagnosis and treatment of blocked vessels and other heart disorders, which is compatible with our full line of imaging catheters and FFR devices and continues to be our flagship console.
|
•
|
our WATCHMAN™ Left Atrial Appendage Closure (LAAC) Technology (WATCHMAN), designed to close the left atrial appendage in patients with non-valvular atrial fibrillation who are at risk for ischemic stroke,
|
•
|
our ACURATE TA™, ACURATE
neo
™, ACURATE
neo2
™ and ACURATE TF™ Aortic Valve Systems, which are based on a self-expanding architecture and
|
•
|
our Sentinel™ Cerebral Embolic Protection System, purchased as part of our acquisition of Claret Medical, Inc. (Claret) in the third quarter of 2018.
|
•
|
our Mustang™ PTA next-generation Balloon Catheter, a 0.035" balloon with superior crossing and tracking, powerful dilatation, longer lengths and smaller sheath sizes,
|
•
|
our Coyote™ Balloon Catheter, a highly deliverable and ultra-low profile balloon dilatation catheter designed for a wide range of peripheral angioplasty procedures and
|
•
|
our Sterling™ Balloon Catheter, a 0.018" PTA balloon catheter designed for post-stent dilatation as well as conventional balloon angioplasty to open blocked peripheral arteries.
|
•
|
our EPIC™ Vascular Self-Expanding Stent System, a nitinol stent designed to sustain vessel patency while providing enhanced visibility and accuracy during placement,
|
•
|
our Innova™ Self-Expanding Stent System, a laser-cut nitinol stent built for the superficial femoral artery (SFA, a large artery in the thigh) with flexibility, strength and fracture resistance and
|
•
|
our Eluvia™ Drug Eluting Vascular Stent System, an innovative stent built on the Innova stent platform, designed to deliver a sustained dosage of paclitaxel during the time when restenosis is most likely to occur.
|
•
|
our AngioJet™ Thrombectomy System, used in endovascular procedures to remove blood clots from blocked arteries and veins,
|
•
|
our AngioJet
Zelante DVT™
Thrombectomy Catheter to treat deep vein thrombosis (DVT) in large-diameter upper and lower limb peripheral veins, in the U.S. and Europe and
|
•
|
our VICI VENOUS STENT™ System to treat venous obstructive disease, which was purchased as part of the VENITI, Inc. acquisition in the third quarter of 2018.
|
•
|
our Direxion™ Torqueable Microcatheter and
|
•
|
our line of interventional oncology product solutions, including the Renegade™ HI-FLO™ Fathom™ Microcatheter and Guidewire System and Interlock™ - 35 Fibered IDC™ and 18 Fibered IDC™ Occlusion System for peripheral embolization.
|
•
|
internal research and development programs, regulatory design and clinical science, as well as other programs obtained through our strategic acquisitions and alliances and
|
•
|
engineering efforts that incorporate customer feedback into continuous improvement efforts for currently marketed and next-generation products.
|
•
|
offer products and solutions that provide differentiated clinical and economic outcomes,
|
•
|
create or acquire innovative, scientifically advanced technologies,
|
•
|
apply our technology and solutions cost-effectively and with superior quality across product lines and markets,
|
•
|
develop or acquire proprietary products and solutions,
|
•
|
attract and retain skilled personnel,
|
•
|
obtain patent or other protection for our products,
|
•
|
obtain required regulatory and reimbursement approvals,
|
•
|
continually enhance our quality systems,
|
•
|
manufacture and successfully market our products and solutions either directly or through outside parties and
|
•
|
supply sufficient inventory to meet customer demand.
|
•
|
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 custom 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.
|
•
|
our ability to identify suitable opportunities for acquisition, investment or alliance, if at all,
|
•
|
our ability to manage acquisition, investment or alliance opportunities within our capital capacity and prioritize those investments to execute on our strategy,
|
•
|
our ability to manage our due diligence process to uncover potential issues with targets,
|
•
|
our ability to finance any future acquisition, investment or alliance on terms acceptable to us, if at all,
|
•
|
our ability to complete acquisitions, investments or alliances in a timely manner on terms that are satisfactory to us, if at all,
|
•
|
our ability to successfully integrate and operate acquired businesses,
|
•
|
our ability to successfully identify and retain key target employees,
|
•
|
our ability to comply with applicable laws and regulations, including foreign laws and regulations and
|
•
|
our ability to protect intellectual property and to prevail in litigation related to newly acquired technologies.
|
•
|
take a significant period of time,
|
•
|
require the expenditure of substantial resources,
|
•
|
involve rigorous pre-clinical and clinical testing, as well as increased post-market surveillance,
|
•
|
require changes to products and
|
•
|
result in limitations on the indicated uses of products.
|
|
Owned (1)
|
|
Leased (2)
|
|
Total
|
|||
U.S.
|
4,043,000
|
|
|
1,283,000
|
|
|
5,326,000
|
|
International
|
2,269,000
|
|
|
1,304,000
|
|
|
3,573,000
|
|
|
6,312,000
|
|
|
2,587,000
|
|
|
8,899,000
|
|
(1)
|
Includes our principal manufacturing facilities in Minnesota, Ireland, Puerto Rico and one facility in Costa Rica, our manufacturing facility in Malaysia, our customer fulfillment centers in Massachusetts, the Netherlands and Japan, and our global headquarters location in Marlborough, Massachusetts.
|
(2)
|
Includes our principal manufacturing facilities in California, Indiana, Brazil, Switzerland and one in Costa Rica, and our regional headquarters located in Singapore and Voisins-le-Bretonneux, France.
|
Year Ended December 31,
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net sales
|
$
|
9,823
|
|
|
$
|
9,048
|
|
|
$
|
8,386
|
|
|
$
|
7,477
|
|
|
$
|
7,380
|
|
Gross profit
|
7,011
|
|
|
6,455
|
|
|
5,962
|
|
|
5,304
|
|
|
5,170
|
|
|||||
Total operating expenses
|
5,504
|
|
|
5,170
|
|
|
5,515
|
|
|
5,587
|
|
|
5,471
|
|
|||||
Operating income (loss)
|
1,506
|
|
|
1,285
|
|
|
447
|
|
|
(283
|
)
|
|
(301
|
)
|
|||||
Income (loss) before income taxes
|
1,422
|
|
|
933
|
|
|
177
|
|
|
(650
|
)
|
|
(509
|
)
|
|||||
Net income (loss)
|
1,671
|
|
|
104
|
|
|
347
|
|
|
(239
|
)
|
|
(119
|
)
|
|||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.21
|
|
|
$
|
0.08
|
|
|
$
|
0.26
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.09
|
)
|
Assuming dilution
|
$
|
1.19
|
|
|
$
|
0.08
|
|
|
$
|
0.25
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.09
|
)
|
As of December 31,
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Cash, cash equivalents and marketable securities
|
$
|
146
|
|
|
$
|
188
|
|
|
$
|
196
|
|
|
$
|
319
|
|
|
$
|
587
|
|
Working capital (deficit)
|
(1,257
|
)
|
|
(1,832
|
)
|
|
(348
|
)
|
|
1,041
|
|
|
760
|
|
|||||
Total assets
|
20,999
|
|
|
19,042
|
|
|
18,096
|
|
|
18,133
|
|
|
17,024
|
|
|||||
Borrowings (short-term)
|
2,253
|
|
|
1,801
|
|
|
64
|
|
|
3
|
|
|
403
|
|
|||||
Borrowings (long-term)
|
4,803
|
|
|
3,815
|
|
|
5,420
|
|
|
5,674
|
|
|
3,841
|
|
|||||
Stockholders’ equity
|
8,726
|
|
|
7,012
|
|
|
6,733
|
|
|
6,320
|
|
|
6,457
|
|
|||||
Book value per common share ††
|
$
|
6.30
|
|
|
$
|
5.11
|
|
|
$
|
4.94
|
|
|
$
|
4.69
|
|
|
$
|
4.86
|
|
††
|
Book value per common share is calculated using shares outstanding as of December 31, for each year, respectively shown.
|
|
Year Ended December 31, 2018
|
||||||
(in millions, except per share data)
|
Net Income (Loss)
|
|
Impact per Share
|
||||
GAAP net income (loss)
|
$
|
1,671
|
|
|
$
|
1.19
|
|
Non-GAAP adjustments:
|
|
|
|
||||
Amortization expense
|
520
|
|
|
0.37
|
|
||
Intangible asset impairment charges
|
31
|
|
|
0.02
|
|
||
Acquisition-related net charges (credits)
|
5
|
|
|
0.00
|
|
||
Restructuring and restructuring-related net charges (credits)
|
77
|
|
|
0.05
|
|
||
Litigation-related net charges (credits)
|
79
|
|
|
0.06
|
|
||
Investment impairment charges
|
6
|
|
|
0.00
|
|
||
Discrete tax items
|
(328
|
)
|
|
(0.23
|
)
|
||
Adjusted net income
|
$
|
2,060
|
|
|
$
|
1.47
|
|
|
Year Ended December 31, 2017
|
||||||
(in millions, except per share data)
|
Net Income (Loss)
|
|
Impact per Share
|
||||
GAAP net income (loss)
|
$
|
104
|
|
|
$
|
0.08
|
|
Non-GAAP adjustments:
|
|
|
|
||||
Amortization expense
|
492
|
|
|
0.35
|
|
||
Intangible asset impairment charges
|
4
|
|
|
0.00
|
|
||
Acquisition-related net charges (credits)
|
9
|
|
|
0.01
|
|
||
Restructuring and restructuring-related net charges (credits)
|
75
|
|
|
0.05
|
|
||
Litigation-related net charges (credits)
|
172
|
|
|
0.12
|
|
||
Investment impairment charges
|
36
|
|
|
0.03
|
|
||
Discrete tax items
|
861
|
|
|
0.62
|
|
||
Adjusted net income
|
$
|
1,752
|
|
|
$
|
1.26
|
|
|
Year Ended December 31,
|
|
2018 versus 2017
|
|
2017 versus 2016
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
|
||||||||
Endoscopy
|
$
|
1,762
|
|
|
$
|
1,619
|
|
|
$
|
1,440
|
|
|
8.8%
|
|
12.4%
|
Urology and Pelvic Health
|
1,245
|
|
|
1,124
|
|
|
1,005
|
|
|
10.8%
|
|
11.8%
|
|||
MedSurg*
|
3,007
|
|
|
2,742
|
|
|
2,445
|
|
|
9.7%
|
|
12.2%
|
|||
Cardiac Rhythm Management
|
1,951
|
|
|
1,895
|
|
|
1,850
|
|
|
2.9%
|
|
2.5%
|
|||
Electrophysiology
|
311
|
|
|
278
|
|
|
243
|
|
|
12.1%
|
|
14.5%
|
|||
Neuromodulation
|
779
|
|
|
635
|
|
|
556
|
|
|
22.7%
|
|
14.2%
|
|||
Rhythm and Neuro*
|
3,041
|
|
|
2,808
|
|
|
2,649
|
|
|
8.3%
|
|
6.0%
|
|||
Interventional Cardiology
|
2,590
|
|
|
2,419
|
|
|
2,281
|
|
|
7.1%
|
|
6.1%
|
|||
Peripheral Interventions
|
1,187
|
|
|
1,081
|
|
|
1,011
|
|
|
9.8%
|
|
6.8%
|
|||
Cardiovascular
|
3,777
|
|
|
3,500
|
|
|
3,292
|
|
|
7.9%
|
|
6.3%
|
|||
Net Sales
|
$
|
9,823
|
|
|
$
|
9,048
|
|
|
$
|
8,386
|
|
|
8.6%
|
|
7.9%
|
|
Gross Profit Margin
|
Year Ended December 31, 2016
|
71.1%
|
Manufacturing cost reductions
|
1.9%
|
Sales pricing and mix
|
0.1%
|
Inventory step-up due to acquisition accounting
|
(0.2)%
|
Net impact of foreign currency fluctuations
|
(1.3)%
|
All other, including other inventory charges and other period expense
|
(0.3)%
|
Year Ended December 31, 2017
|
71.3%
|
Manufacturing cost reductions
|
0.8%
|
Sales pricing and mix
|
(0.2)%
|
Inventory step-up due to acquisition accounting
|
(0.1)%
|
Net impact of foreign currency fluctuations
|
(0.8)%
|
All other, including other inventory charges and other period expense
|
0.4%
|
Year Ended December 31, 2018
|
71.4%
|
|
Year Ended December 31,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
(in millions)
|
$
|
% of Net Sales
|
|
$
|
% of Net Sales
|
|
$
|
% of Net Sales
|
|||||||||
Selling, general and administrative expenses
|
$
|
3,569
|
|
36.3
|
%
|
|
$
|
3,294
|
|
36.4
|
%
|
|
$
|
3,099
|
|
37.0
|
%
|
Research and development expenses
|
1,113
|
|
11.3
|
%
|
|
997
|
|
11.0
|
%
|
|
920
|
|
11.0
|
%
|
|||
Royalty expense
|
70
|
|
0.7
|
%
|
|
68
|
|
0.8
|
%
|
|
79
|
|
0.9
|
%
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization expense
|
$
|
599
|
|
|
$
|
565
|
|
|
$
|
545
|
|
Intangible asset impairment charges
|
35
|
|
|
4
|
|
|
11
|
|
|||
Contingent consideration expense (benefit)
|
(21
|
)
|
|
(80
|
)
|
|
29
|
|
|||
Restructuring charges (credits)
|
36
|
|
|
37
|
|
|
28
|
|
|||
Restructuring-related charges (credits)
|
59
|
|
|
58
|
|
|
50
|
|
|||
Litigation-related net charges (credits)
|
103
|
|
|
285
|
|
|
804
|
|
(in millions)
|
Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
Interest expense
|
$
|
(241
|
)
|
|
$
|
(229
|
)
|
|
$
|
(233
|
)
|
Weighted average borrowing rate
|
3.6
|
%
|
|
3.8
|
%
|
|
4.0
|
%
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Net foreign currency gain (loss)
|
11
|
|
|
(15
|
)
|
|
(13
|
)
|
|||
Net gains (losses) on investments
|
155
|
|
|
(92
|
)
|
|
(21
|
)
|
|||
Other income (expense), net
|
(14
|
)
|
|
(22
|
)
|
|
(8
|
)
|
|||
|
$
|
156
|
|
|
$
|
(124
|
)
|
|
$
|
(37
|
)
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Reported tax rate
|
(17.5
|
)%
|
|
88.8
|
%
|
|
(95.9
|
)%
|
Impact of certain receipts/charges (1)
|
30.7
|
%
|
|
(75.8
|
)%
|
|
108.3
|
%
|
|
13.2
|
%
|
|
13.0
|
%
|
|
12.4
|
%
|
(1)
|
These receipts/charges are taxed at different rates than our effective tax rate.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by (used for) operating activities
|
$
|
310
|
|
|
$
|
1,426
|
|
|
$
|
1,182
|
|
Cash provided by (used for) investing activities
|
(1,921
|
)
|
|
(1,010
|
)
|
|
(887
|
)
|
|||
Cash provided by (used for) financing activities
|
1,432
|
|
|
110
|
|
|
(206
|
)
|
|||
|
|
|
|
|
|
||||||
Cash provided by (used for) operating activities
|
$
|
310
|
|
|
$
|
1,426
|
|
|
$
|
1,182
|
|
Less: Purchases of property, plant and equipment
|
316
|
|
|
319
|
|
|
376
|
|
|||
Add: Proceed on disposals of property, plant and equipment
|
14
|
|
|
—
|
|
|
29
|
|
|||
Free cash flow
|
8
|
|
|
1,107
|
|
|
835
|
|
|||
Add: Restructuring and restructuring-related payments
|
89
|
|
|
72
|
|
|
52
|
|
|||
Add: Acquisitions-related payments
|
205
|
|
|
95
|
|
|
108
|
|
|||
Add: Certain discrete tax payments (refunds/credits)
|
977
|
|
|
(239
|
)
|
|
(74
|
)
|
|||
Add: Litigation-related settlements
|
791
|
|
|
694
|
|
|
701
|
|
|||
Adjusted free cash flow
2
|
$
|
2,070
|
|
|
$
|
1,729
|
|
|
$
|
1,622
|
|
|
As of
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Current debt obligations
|
$
|
2,253
|
|
|
$
|
1,801
|
|
Long-term debt
|
4,803
|
|
|
3,815
|
|
||
Total debt
|
$
|
7,056
|
|
|
$
|
5,616
|
|
|
As of
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Fixed-rate debt instruments
|
$
|
4,797
|
|
|
$
|
4,414
|
|
Variable rate debt instruments
|
2,259
|
|
|
1,202
|
|
||
Total debt
|
$
|
7,056
|
|
|
$
|
5,616
|
|
(in millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt obligations (1)
|
$
|
2,248
|
|
|
$
|
1,450
|
|
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
450
|
|
|
$
|
2,400
|
|
|
$
|
7,048
|
|
Interest payments (2)
|
245
|
|
|
190
|
|
|
156
|
|
|
147
|
|
|
139
|
|
|
928
|
|
|
1,804
|
|
|||||||
Lease obligations (2)
|
73
|
|
|
61
|
|
|
47
|
|
|
39
|
|
|
31
|
|
|
111
|
|
|
362
|
|
|||||||
Purchase obligations (2)
|
362
|
|
|
23
|
|
|
12
|
|
|
3
|
|
|
2
|
|
|
7
|
|
|
409
|
|
|||||||
Minimum royalty obligations (2)
|
4
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
17
|
|
|||||||
Legal reserves
|
712
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
712
|
|
|||||||
One-time transition tax
|
9
|
|
|
40
|
|
|
40
|
|
|
40
|
|
|
75
|
|
|
225
|
|
|
429
|
|
|||||||
Acquisition (3)
|
325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325
|
|
|||||||
|
$
|
3,977
|
|
|
$
|
1,768
|
|
|
$
|
257
|
|
|
$
|
731
|
|
|
$
|
699
|
|
|
$
|
3,673
|
|
|
$
|
11,106
|
|
(1)
|
Debt obligations are comprised of our senior notes, term loan and commercial paper outstanding as of
December 31, 2018
. This does not include unamortized debt issuance discounts, deferred financing costs and gain on fair value hedges or capital lease obligations. Refer to
Note E – Borrowings and Credit Arrangements
to our
consolidated financial statements
included in
Item 8. Financial Statements and Supplementary Data
of this Annual Report for additional information.
|
(2)
|
In accordance with U.S. GAAP, these obligations relate to expenses associated with future periods and are not reflected in our consolidated balance sheets. Interest payments included above are calculated based on rates and required fees applicable to our outstanding debt obligations as of
December 31, 2018
described in
Note E – Borrowings and Credit Arrangements
to our
consolidated financial statements
included in
Item 8. Financial Statements and Supplementary Data
of this Annual Report. Interest payments above do not include interest on variable rate debt instruments. Lease obligations included an immaterial amount of capital leases which are included in our
consolidated balance sheets
as of
December 31, 2018
.
|
(3)
|
On January 29, 2019, we announced the closing of our acquisition of Millipede, Inc. (Millipede)
after exercising our option to acquire the remaining shares of Millipede in the fourth quarter of 2018 upon the recent successful completion of a first-in-human clinical study.
The transaction price for the remaining stake consists of an upfront cash payment of
$325 million
, which was paid in January 2019 and included in the table above, and up to an additional
$125 million
payment upon achievement of a commercial milestone, which has not been achieved and is not included in the table above. Refer to
Note B – Acquisitions and Strategic Investments
to our
consolidated financial statements
included in
Item 8. Financial Statements and Supplementary Data
of this Annual Report for additional information.
|
•
|
Our long-term liability for legal matters that are probable and estimable of
$217 million
due to the timing of payment being uncertain. Refer to
Note J – Commitments and Contingencies
to our
consolidated financial statements
included in
Item 8. Financial Statements and Supplementary Data
of this Annual Report for more information,
|
•
|
Unrecognized tax benefits, accrued interest and penalties and other related items totaling $266 million because the timing of their future cash settlement is uncertain and tax payments and interest totaling $5 million related to state obligations of recently settled IRS tax years to be remitted in 2019. Refer to
Note I - Income Taxes
to our
consolidated financial statements
included in
Item 8. Financial Statements and Supplementary Data
of this Annual Report for more information,
|
•
|
Our recommended offer to acquire BTG plc (BTG) announced on November 20, 2018 for an upfront cash payment of approximately
£3.311 billion
or approximately
$4.225 billion
based on the exchange rate of U.S.
$1.28
:
£1.00
on December 31, 2018 (the proposed BTG Acquisition). Refer to
Note B – Acquisitions and Strategic Investments
to our
consolidated financial statements
included in
Item 8. Financial Statements and Supplementary Data
of this Annual Report for more information,
|
•
|
With certain of our acquisitions, we acquired IPR&D projects that require future funding to complete the projects. We estimate that the total remaining R&D cost to complete acquired IPR&D projects is between $55 million and $65 million. Net cash inflows from the projects currently in development are expected to commence in 2018 and will continue through 2031, following the respective launches of these technologies in the U.S., Europe and Japan. Certain of our acquisitions also involve the potential payment of contingent consideration, but the timing and amounts are uncertain. See
Note B – Acquisitions and Strategic Investments
to our
consolidated financial statements
included in
Item 8. Financial Statements and Supplementary Data
of this Annual Report for more information, and
|
•
|
The
$275 million
purchase agreement that on September 12, 2018, Channel Medsystems, Inc. (Channel) filed a complaint in Delaware Chancery Court against us for alleged breach of our purchase agreement with Channel. Refer to
Note J – Commitments and Contingencies
to our
consolidated financial statements
included in
Item 8. Financial Statements and Supplementary Data
of this Annual Report for more information.
|
•
|
decreases in estimated market sizes or market growth rates due to greater-than-expected declines in procedural volumes, pricing pressures, reductions in reimbursement levels, product actions and/or competitive technology developments,
|
•
|
declines in our market share and penetration assumptions due to increased competition, an inability to develop or launch new and next-generation products and technology features in line with our commercialization strategies and market and/or regulatory conditions that may cause significant launch delays or product recalls,
|
•
|
decreases in our forecasted profitability due to an inability to implement successfully and achieve timely and sustainable cost improvement measures consistent with our expectations,
|
•
|
negative developments in intellectual property litigation that may impact our ability to market certain products or increase our costs to sell certain products,
|
•
|
the level of success of ongoing and future research and development efforts, including those related to recent acquisitions and increases in the research and development costs necessary to obtain regulatory approvals and launch new products,
|
•
|
the level of success in managing the growth of acquired companies, achieving sustained profitability consistent with our expectations, establishing government and third-party payer reimbursement, supplying the market and increases in the costs and time necessary to integrate acquired businesses into our operations successfully,
|
•
|
changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses and
|
•
|
increases in our market-participant risk-adjusted weighted average cost of capital (WACC) and increases in our market-participant tax rate and/or changes in tax laws or macroeconomic conditions.
|
•
|
Amortization expense - We record intangible assets at historical cost and amortize them over their estimated useful lives. Amortization expense is excluded from management's assessment of operating performance and is also excluded from our operating segments' measures of profit and loss used for making operating decisions and assessing performance.
|
•
|
Intangible asset impairment charges - This amount represents write-downs of certain intangible asset balances during
2018, 2017 and 2016
.We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment and test our indefinite-lived intangible assets at least annually for impairment. If we determine the carrying value of the amortizable intangible asset is not recoverable or we conclude that it is more likely than not that the indefinite-live asset is impaired
,
we will write the carrying value down to fair value in the period identified. Impairment charges 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.
|
•
|
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. 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.
|
•
|
Restructuring and restructuring-related net charges (credits) or payments - These adjustments primarily represent compensation-related charges, fixed asset write-offs, contract cancellations, project management fees and other direct costs associated with our restructuring plans. These restructuring plans each consist of distinct initiatives that are fundamentally different from our ongoing, core cost reduction initiatives in terms of, among other things, the frequency with which each action is performed and the required planning, resourcing, cost and timing. Examples of such initiatives include the movement of business activities, facility consolidations and closures and the transfer of product lines between manufacturing facilities, which, due to the highly regulated nature of our industry, requires a significant investment in time and cost to create duplicate manufacturing lines, run product validations and seek regulatory approvals. Restructuring initiatives take place over a defined timeframe and have a distinct project timeline that begins subsequent to approval by our Board of Directors. In contrast to our ongoing cost reduction initiatives, restructuring initiatives typically result in duplicative cost and exit costs over this period of time, are one-time shut downs or transfers and are not considered part of our core, ongoing operations. These restructuring plans are incremental to the core activities that arise in the ordinary course of our business. Restructuring and restructuring-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.
|
•
|
Litigation-related net charges (credits) or payments - These adjustments include certain significant product liability and other litigation-related charges and credits. We record these charges and credits, which we consider to be unusual or infrequent and significant, within the litigation-related charges line in our consolidated statements of operations; all other legal and product liability charges, credits and costs are recorded within selling general and administrative expenses. Litigation-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.
|
•
|
Investment impairment charges - These amounts represent write-downs relating to our investment portfolio that are considered unusual or infrequent and significant. Each reporting period, we evaluate our investments to determine if there are any events or circumstances that are likely to have a significant adverse effect on the fair value of the investment. If we identify an impairment indicator, we will estimate the fair value of the investment and compare it to its carrying value and determine if the impairment is other-than-temporary. For other-than-temporary impairments, we recognize an impairment loss equal to the difference between an investment’s carrying value and its fair value. Certain investment impairment charges 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.
|
•
|
Discrete tax items - These items represent adjustments of certain tax positions including those which a) are related to the finalization of the enactment date impact of the TCJA, and, or b) were a benefit resulting from the finalization of the IRS Stipulation of Settled Issues consistent with the manner in which the tax reserves were originally booked. These adjustments are not indicative of expected ongoing operating results. Certain discrete tax items are excluded
|
•
|
The impact of foreign currency fluctuations is highly variable and difficult to predict. Accordingly, management may exclude the impact of foreign currency fluctuations for purposes of reviewing the net sales and growth rates to facilitate an evaluation of our current operating performance and a comparison to our past operating performance.
|
|
|
|
|
|
|
|
|
/s/ Michael F. Mahoney
|
|
/s/ Daniel J. Brennan
|
|
||
|
|
|
|
|
||
|
|
Michael F. Mahoney
|
|
|
Daniel J. Brennan
|
|
|
|
President and Chief Executive Officer
|
|
|
Executive Vice President and Chief
Financial Officer
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
9,823
|
|
|
$
|
9,048
|
|
|
$
|
8,386
|
|
Cost of products sold
|
2,813
|
|
|
2,593
|
|
|
2,424
|
|
|||
Gross profit
|
7,011
|
|
|
6,455
|
|
|
5,962
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
3,569
|
|
|
3,294
|
|
|
3,099
|
|
|||
Research and development expenses
|
1,113
|
|
|
997
|
|
|
920
|
|
|||
Royalty expense
|
70
|
|
|
68
|
|
|
79
|
|
|||
Amortization expense
|
599
|
|
|
565
|
|
|
545
|
|
|||
Intangible asset impairment charges
|
35
|
|
|
4
|
|
|
11
|
|
|||
Contingent consideration expense (benefit)
|
(21
|
)
|
|
(80
|
)
|
|
29
|
|
|||
Restructuring charges (credits)
|
36
|
|
|
37
|
|
|
28
|
|
|||
Litigation-related charges (credits)
|
103
|
|
|
285
|
|
|
804
|
|
|||
|
5,504
|
|
|
5,170
|
|
|
5,515
|
|
|||
Operating income (loss)
|
1,506
|
|
|
1,285
|
|
|
447
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(241
|
)
|
|
(229
|
)
|
|
(233
|
)
|
|||
Other, net
|
156
|
|
|
(124
|
)
|
|
(37
|
)
|
|||
Income (loss) before income taxes
|
1,422
|
|
|
933
|
|
|
177
|
|
|||
Income tax (benefit) expense
|
(249
|
)
|
|
828
|
|
|
(170
|
)
|
|||
Net income (loss)
|
$
|
1,671
|
|
|
$
|
104
|
|
|
$
|
347
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share — basic
|
$
|
1.21
|
|
|
$
|
0.08
|
|
|
$
|
0.26
|
|
Net income (loss) per common share — assuming dilution
|
$
|
1.19
|
|
|
$
|
0.08
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
1,381.0
|
|
|
1,370.1
|
|
|
1,357.6
|
|
|||
Assuming dilution
|
1,401.4
|
|
|
1,392.7
|
|
|
1,377.2
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
$
|
1,671
|
|
|
$
|
104
|
|
|
$
|
347
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(21
|
)
|
|
48
|
|
|
(25
|
)
|
|||
Net change in derivative financial instruments
|
110
|
|
|
(106
|
)
|
|
(45
|
)
|
|||
Net change in available-for-sale securities
|
—
|
|
|
5
|
|
|
(6
|
)
|
|||
Net change in defined benefit pensions and other items
|
2
|
|
|
(6
|
)
|
|
(11
|
)
|
|||
Total other comprehensive income (loss)
|
91
|
|
|
(59
|
)
|
|
(87
|
)
|
|||
Total comprehensive income (loss)
|
$
|
1,761
|
|
|
$
|
45
|
|
|
$
|
260
|
|
|
As of December 31,
|
||||||
(in millions, except share and per share data)
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
146
|
|
|
$
|
188
|
|
Trade accounts receivable, net
|
1,608
|
|
|
1,548
|
|
||
Inventories
|
1,166
|
|
|
1,078
|
|
||
Prepaid income taxes
|
161
|
|
|
66
|
|
||
Other current assets
|
921
|
|
|
942
|
|
||
Total current assets
|
4,003
|
|
|
3,822
|
|
||
Property, plant and equipment, net
|
1,782
|
|
|
1,697
|
|
||
Goodwill
|
7,911
|
|
|
6,998
|
|
||
Other intangible assets, net
|
6,372
|
|
|
5,837
|
|
||
Other long-term assets
|
932
|
|
|
688
|
|
||
TOTAL ASSETS
|
$
|
20,999
|
|
|
$
|
19,042
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current debt obligations
|
$
|
2,253
|
|
|
$
|
1,801
|
|
Accounts payable
|
349
|
|
|
530
|
|
||
Accrued expenses
|
2,246
|
|
|
2,456
|
|
||
Other current liabilities
|
412
|
|
|
867
|
|
||
Total current liabilities
|
5,260
|
|
|
5,654
|
|
||
Long-term debt
|
4,803
|
|
|
3,815
|
|
||
Deferred income taxes
|
328
|
|
|
191
|
|
||
Other long-term liabilities
|
1,882
|
|
|
2,370
|
|
||
|
|
|
|
||||
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 1,632,148,030 shares as of December 31, 2018 and 1,621,062,898 shares as of December 31, 2017
|
16
|
|
|
16
|
|
||
Treasury stock, at cost - 247,566,270 shares as of December 31, 2018 and December 31, 2017
|
(1,717
|
)
|
|
(1,717
|
)
|
||
Additional paid-in capital
|
17,346
|
|
|
17,161
|
|
||
Accumulated deficit
|
(6,953
|
)
|
|
(8,390
|
)
|
||
Accumulated other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustment
|
(53
|
)
|
|
(32
|
)
|
||
Unrealized gain (loss) on derivative financial instruments
|
111
|
|
|
1
|
|
||
Unrealized gain (loss) on available-for-sale securities
|
—
|
|
|
(1
|
)
|
||
Unrealized costs associated with defined benefit pensions and other items
|
(25
|
)
|
|
(27
|
)
|
||
Total stockholders’ equity
|
8,726
|
|
|
7,012
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
20,999
|
|
|
$
|
19,042
|
|
|
|
|
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss), Net of Tax
|
|||||||||||
|
Common Stock
|
|
|
|
|
|||||||||||||||||
(in millions, except share data)
|
Shares Issued
|
|
Par Value
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2015
|
1,594,213,786
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
16,860
|
|
|
$
|
(8,927
|
)
|
|
$
|
88
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
347
|
|
|
|
||||||||||
Changes in other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(25
|
)
|
||||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
(45
|
)
|
||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
||||||||||
Defined benefit pensions and other items
|
|
|
|
|
|
|
|
|
|
|
(11
|
)
|
||||||||||
Impact of stock-based compensation plans, net of tax
|
15,457,031
|
|
|
|
|
|
|
153
|
|
|
|
|
|
|||||||||
Rounding
|
|
|
|
|
|
|
1
|
|
|
(1
|
)
|
|
|
|||||||||
Balance as of December 31, 2016
|
1,609,670,817
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,014
|
|
|
$
|
(8,581
|
)
|
|
$
|
1
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
104
|
|
|
|
|
||||||
Cumulative effect adjustment for ASU 2016-09
|
|
|
|
|
|
|
|
|
86
|
|
|
|
||||||||||
Changes in other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
|
|
||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106
|
)
|
||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
5
|
|
||||||||||
Defined benefit pensions and other items
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
||||||||||
Impact of stock-based compensation plans, net of tax
|
11,392,081
|
|
|
|
|
|
|
|
|
147
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2017
|
1,621,062,898
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,161
|
|
|
$
|
(8,390
|
)
|
|
$
|
(59
|
)
|
Net income (loss)
|
|
|
|
|
|
|
|
|
1,671
|
|
|
|
||||||||||
Cumulative effect adjustment for ASU Adoptions
(1)
|
|
|
|
|
|
|
|
|
(233
|
)
|
|
|
||||||||||
Changes in other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(21
|
)
|
||||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
110
|
|
||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Defined benefit pensions and other items
|
|
|
|
|
|
|
|
|
|
|
2
|
|
||||||||||
Impact of stock-based compensation plans, net of tax
|
11,085,132
|
|
|
|
|
|
|
|
185
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2018
|
1,632,148,030
|
|
|
$
|
16
|
|
|
$
|
(1,717
|
)
|
|
$
|
17,346
|
|
|
$
|
(6,953
|
)
|
|
$
|
33
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
1,671
|
|
|
$
|
104
|
|
|
$
|
347
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
894
|
|
|
844
|
|
|
815
|
|
|||
Deferred and prepaid income taxes
|
(87
|
)
|
|
245
|
|
|
(305
|
)
|
|||
Stock-based compensation expense
|
140
|
|
|
127
|
|
|
116
|
|
|||
Intangible asset impairment charges
|
35
|
|
|
4
|
|
|
11
|
|
|||
Net loss (gain) on investments and notes receivable
|
(155
|
)
|
|
92
|
|
|
21
|
|
|||
Contingent consideration expense (benefit)
|
(21
|
)
|
|
(80
|
)
|
|
29
|
|
|||
Payment of contingent consideration in excess of amount recognized at acquisition
|
(9
|
)
|
|
(14
|
)
|
|
(57
|
)
|
|||
Inventory step-up amortization
|
6
|
|
|
10
|
|
|
22
|
|
|||
Other, net
|
(3
|
)
|
|
27
|
|
|
(23
|
)
|
|||
Increase (decrease) in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
(110
|
)
|
|
(30
|
)
|
|
(216
|
)
|
|||
Inventories
|
(83
|
)
|
|
(107
|
)
|
|
40
|
|
|||
Other assets
|
(172
|
)
|
|
(20
|
)
|
|
(43
|
)
|
|||
Accounts payable and accrued expenses
|
(631
|
)
|
|
195
|
|
|
553
|
|
|||
Other liabilities
|
(1,164
|
)
|
|
28
|
|
|
(128
|
)
|
|||
Cash provided by (used for) operating activities
|
310
|
|
|
1,426
|
|
|
1,182
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(316
|
)
|
|
(319
|
)
|
|
(376
|
)
|
|||
Proceeds on disposals of property, plant and equipment
|
14
|
|
|
—
|
|
|
29
|
|
|||
Payments for acquisitions of businesses, net of cash acquired
|
(1,448
|
)
|
|
(560
|
)
|
|
(408
|
)
|
|||
Payments for investments and acquisitions of certain technologies
|
(172
|
)
|
|
(131
|
)
|
|
(132
|
)
|
|||
Cash provided by (used for) investing activities
|
(1,921
|
)
|
|
(1,010
|
)
|
|
(887
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Payments of contingent consideration previously established in purchase accounting
|
(19
|
)
|
|
(33
|
)
|
|
(65
|
)
|
|||
Proceeds from short-term borrowings, net of debt issuance costs
|
999
|
|
|
—
|
|
|
—
|
|
|||
Net increase (decrease) in commercial paper
|
21
|
|
|
1,183
|
|
|
—
|
|
|||
Proceeds from borrowings on credit facilities
|
569
|
|
|
2,156
|
|
|
630
|
|
|||
Payments on borrowings from credit facilities
|
(569
|
)
|
|
(2,216
|
)
|
|
(570
|
)
|
|||
Payments on long-term borrowings
|
(602
|
)
|
|
(1,000
|
)
|
|
(250
|
)
|
|||
Proceeds from long-term borrowings, net of debt issuance and extinguishment costs
|
987
|
|
|
—
|
|
|
—
|
|
|||
Cash used to net share settle employee equity awards
|
(56
|
)
|
|
(65
|
)
|
|
(62
|
)
|
|||
Proceeds from issuances of shares of common stock
|
101
|
|
|
85
|
|
|
111
|
|
|||
Cash provided by (used for) financing activities
|
1,432
|
|
|
110
|
|
|
(206
|
)
|
|||
Effect of foreign exchange rates on cash
|
(8
|
)
|
|
4
|
|
|
(2
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
|
(188
|
)
|
|
530
|
|
|
87
|
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
|
1,017
|
|
|
487
|
|
|
400
|
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
|
$
|
829
|
|
|
$
|
1,017
|
|
|
$
|
487
|
|
Supplemental Information
|
|
|
|
|
|
||||||
Cash (received) paid for income taxes, net
|
$
|
1,037
|
|
|
$
|
(42
|
)
|
|
$
|
94
|
|
Cash paid for interest
|
262
|
|
|
235
|
|
|
233
|
|
|||
Fair value of contingent consideration recorded in purchase accounting
|
248
|
|
|
94
|
|
|
50
|
|
|||
|
|
|
|
|
|
||||||
|
As of December 31,
|
||||||||||
Reconciliation to amounts within the consolidated balance sheets:
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
146
|
|
|
$
|
188
|
|
|
$
|
196
|
|
Restricted cash and restricted cash equivalents included in
Other current assets
|
655
|
|
|
803
|
|
|
269
|
|
|||
Restricted cash equivalents included in
Other long-term assets
|
27
|
|
|
26
|
|
|
22
|
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
|
$
|
829
|
|
|
$
|
1,017
|
|
|
$
|
487
|
|
•
|
We have a contract with a customer that creates enforceable rights and obligations,
|
•
|
Promised products or services are identified,
|
•
|
The transaction price, or the amount we expect to receive, is determinable and
|
•
|
We have transferred control of the promised items to the customer.
|
(in millions)
|
|
||
Payments for acquisitions, net of cash acquired
|
$
|
1,449
|
|
Fair value of contingent consideration
|
248
|
|
|
Fair value of prior interests
|
251
|
|
|
|
$
|
1,948
|
|
|
Amount Assigned
(in millions)
|
|
Amortization Period
(in years)
|
|
Risk-Adjusted Discount
Rates used in Purchase Price Allocation
|
||
Amortizable intangible assets
|
|
|
|
|
|
||
Technology-related
|
$
|
907
|
|
|
6 - 14
|
|
14% - 23%
|
Other intangible assets
|
31
|
|
|
6 - 13
|
|
13% - 15%
|
|
Indefinite-lived intangible assets
|
|
|
|
|
|
||
IPR&D
|
213
|
|
|
N/A
|
|
15%
|
|
|
$
|
1,152
|
|
|
|
|
|
(in millions)
|
|
||
Payment for acquisitions, net of cash acquired
|
$
|
560
|
|
Fair value of contingent consideration
|
72
|
|
|
|
$
|
632
|
|
|
Amount Assigned
(in millions)
|
|
Amortization Period
(in years)
|
|
Risk-Adjusted Discount
Rates used in Purchase Price Allocation
|
||
Amortizable intangible assets
|
|
|
|
|
|
||
Technology-related
|
$
|
268
|
|
|
13
|
|
24%
|
Other intangible assets
|
10
|
|
|
2 - 13
|
|
24%
|
|
Indefinite-lived intangible assets
|
|
|
|
|
|
||
IPR&D
|
$
|
186
|
|
|
N/A
|
|
15%
|
|
$
|
464
|
|
|
|
|
|
(in millions)
|
|
||
Payment for acquisitions, net of cash acquired
|
$
|
365
|
|
Fair value of contingent consideration
|
50
|
|
|
Fair value of debt repaid
|
43
|
|
|
|
$
|
458
|
|
|
Amount Assigned
(in millions)
|
|
Weighted Average Amortization Period
(in years)
|
|
Risk-Adjusted Discount
Rates used in Purchase Price Allocation |
||
Amortizable intangible assets
|
|
|
|
|
|
||
Technology-related
|
$
|
176
|
|
|
9 - 13
|
|
11% - 20%
|
Customer relationships
|
51
|
|
|
9 - 13
|
|
11% - 12%
|
|
Other intangible assets
|
1
|
|
|
4
|
|
11%
|
|
|
$
|
228
|
|
|
|
|
|
(in millions)
|
|
||
Balance as of December 31, 2016
|
$
|
204
|
|
Amounts recorded related to current year acquisitions
|
94
|
|
|
Contingent consideration expense (benefit)
|
(80
|
)
|
|
Contingent consideration payments
|
(48
|
)
|
|
Balance as of December 31, 2017
|
$
|
169
|
|
Amounts recorded related to current year acquisitions
|
248
|
|
|
Purchase price adjustments related to prior year acquisitions
|
(22
|
)
|
|
Contingent consideration expense (benefit)
|
(21
|
)
|
|
Contingent consideration payments
|
(28
|
)
|
|
Balance as of December 31, 2018
|
$
|
347
|
|
Contingent Consideration Liabilities
|
Fair Value as of December 31, 2018
|
Valuation Technique
|
Unobservable Input
|
Range
|
R&D, Regulatory and Commercialization-based Milestones
|
$189 million
|
Discounted Cash Flow
|
Discount Rate
|
3% - 4%
|
Probability of Payment
|
17% - 100%
|
|||
Projected Year of Payment
|
2019 - 2022
|
|||
Revenue-based Payments
|
$158 million
|
Discounted Cash Flow
|
Discount Rate
|
11% - 15%
|
Probability of Payment
|
60% - 100%
|
|||
Projected Year of Payment
|
2019 - 2026
|
|
As of
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Equity method investments
|
$
|
303
|
|
|
$
|
209
|
|
Measurement alternative investments
|
94
|
|
|
81
|
|
||
Publicly-held securities
|
—
|
|
|
15
|
|
||
Notes receivable
|
26
|
|
|
47
|
|
||
|
$
|
424
|
|
|
$
|
353
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||
(in millions)
|
Gross Carrying Amount
|
|
Accumulated
Amortization/Write-offs
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization/Write-offs
|
||||||||
Amortizable intangible assets
|
|
|
|
|
|
|
|
||||||||
Technology-related
|
$
|
10,197
|
|
|
$
|
(5,266
|
)
|
|
$
|
9,386
|
|
|
$
|
(4,880
|
)
|
Patents
|
520
|
|
|
(393
|
)
|
|
517
|
|
|
(379
|
)
|
||||
Other intangible assets
|
1,666
|
|
|
(958
|
)
|
|
1,633
|
|
|
(838
|
)
|
||||
|
$
|
12,383
|
|
|
$
|
(6,617
|
)
|
|
$
|
11,536
|
|
|
$
|
(6,097
|
)
|
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
17,811
|
|
|
$
|
(9,900
|
)
|
|
$
|
16,898
|
|
|
$
|
(9,900
|
)
|
IPR&D
|
486
|
|
|
—
|
|
|
278
|
|
|
—
|
|
||||
Technology-related
|
120
|
|
|
—
|
|
|
120
|
|
|
—
|
|
||||
|
$
|
18,417
|
|
|
$
|
(9,900
|
)
|
|
$
|
17,295
|
|
|
$
|
(9,900
|
)
|
(in millions)
|
MedSurg
|
|
Rhythm and Neuro
|
|
Cardiovascular
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
$
|
2,875
|
|
|
$
|
290
|
|
|
$
|
3,513
|
|
|
$
|
6,678
|
|
Impact of foreign currency fluctuations and other changes in carry amount
|
2
|
|
|
1
|
|
|
9
|
|
|
12
|
|
||||
Goodwill acquired
|
—
|
|
|
126
|
|
|
182
|
|
|
308
|
|
||||
Balance as of December 31, 2017
|
$
|
2,877
|
|
|
$
|
417
|
|
|
$
|
3,704
|
|
|
$
|
6,998
|
|
Impact of reportable segment revisions
|
(1,379
|
)
|
|
1,379
|
|
|
—
|
|
|
—
|
|
||||
Impact of foreign currency fluctuations and other changes in carry amount
|
(3
|
)
|
|
(22
|
)
|
|
(3
|
)
|
|
(29
|
)
|
||||
Goodwill acquired
|
568
|
|
|
150
|
|
|
224
|
|
|
942
|
|
||||
Balance as of December 31, 2018
|
$
|
2,063
|
|
|
$
|
1,924
|
|
|
$
|
3,925
|
|
|
$
|
7,911
|
|
(in millions)
|
|
FASB ASC Topic 815 Designation
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
|||||||
Forward currency contracts
|
|
Cash flow hedge
|
|
$
|
3,962
|
|
|
$
|
3,252
|
|
Forward currency contracts
|
|
Net investment hedge
|
|
1,483
|
|
|
—
|
|
||
Forward currency contracts
|
|
Non-designated
|
|
5,880
|
|
|
2,671
|
|
||
Interest rate derivative contracts
|
|
Cash flow hedge
|
|
1,000
|
|
|
—
|
|
||
Total Notional Outstanding
|
|
|
|
$
|
12,326
|
|
|
$
|
5,923
|
|
(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 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
|
|
56
|
|
Forward currency contracts
|
|
Net investment hedge
|
|
Interest expense
|
|
41
|
|
Interest rate derivative contracts
|
|
Cash flow hedge
|
|
Interest expense
|
|
(43
|
)
|
(in millions)
|
|
Location on Consolidated Statements of Operations
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Net gain (loss) on currency hedge contracts
|
|
Other, net
|
|
$
|
41
|
|
|
$
|
(25
|
)
|
|
$
|
(20
|
)
|
Net gain (loss) on currency transaction exposures
|
|
Other, net
|
|
(30
|
)
|
|
10
|
|
|
7
|
|
|||
Net currency exchange gain (loss)
|
|
|
|
$
|
11
|
|
|
$
|
(15
|
)
|
|
$
|
(13
|
)
|
(in millions)
|
|
Location on Consolidated Balance Sheets
(1)
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
|||||||
Derivative Assets:
|
|
|
|
|
|
|
||||
Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Forward currency contracts
|
|
Other current assets
|
|
$
|
55
|
|
|
$
|
7
|
|
Forward currency contracts
|
|
Other long-term assets
|
|
183
|
|
|
57
|
|
||
|
|
|
|
237
|
|
|
64
|
|
||
Non-Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Forward currency contracts
|
|
Other current assets
|
|
67
|
|
|
18
|
|
||
Total Derivative Assets
|
|
|
|
$
|
304
|
|
|
$
|
82
|
|
|
|
|
|
|
|
|
||||
Derivative Liabilities:
|
|
|
|
|
|
|
||||
Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Forward currency contracts
|
|
Other current liabilities
|
|
$
|
2
|
|
|
$
|
37
|
|
Forward currency contracts
|
|
Other long-term liabilities
|
|
3
|
|
|
33
|
|
||
Interest rate contracts
|
|
Other current liabilities
|
|
44
|
|
|
—
|
|
||
|
|
|
|
49
|
|
|
69
|
|
||
Non-Designated Derivative Instruments
|
|
|
|
|
|
|
||||
Forward currency contracts
|
|
Other current liabilities
|
|
31
|
|
|
21
|
|
||
Total Derivative Liabilities
|
|
|
|
$
|
80
|
|
|
$
|
90
|
|
(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
|
||||||||||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market and government funds
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Publicly-held securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||
Derivative Instruments
|
—
|
|
|
304
|
|
|
—
|
|
|
304
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
||||||||
|
$
|
14
|
|
|
$
|
304
|
|
|
$
|
—
|
|
|
$
|
318
|
|
|
$
|
36
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
118
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative Instruments
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
90
|
|
Contingent consideration liability
|
—
|
|
|
—
|
|
|
347
|
|
|
347
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
169
|
|
||||||||
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
347
|
|
|
$
|
427
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
169
|
|
|
$
|
259
|
|
|
|
Issuance Date
|
|
Maturity Date
|
|
As of December 31,
|
|
Semi-annual Coupon Rate
|
||||||
(in millions, except interest rates)
|
|
|
|
2018
|
|
2017
|
|
|||||||
January 2020 Notes
|
|
December 2009
|
|
January 2020
|
|
$
|
850
|
|
|
$
|
850
|
|
|
6.000%
|
May 2020 Notes
|
|
May 2015
|
|
May 2020
|
|
600
|
|
|
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%
|
||
May 2025 Notes
|
|
May 2015
|
|
May 2025
|
|
750
|
|
|
750
|
|
|
3.850%
|
||
March 2028 Notes
|
|
February 2018
|
|
March 2028
|
|
1,000
|
|
|
—
|
|
|
4.000%
|
||
November 2035 Notes (1)
|
|
November 2005
|
|
November 2035
|
|
350
|
|
|
350
|
|
|
7.000%
|
||
January 2040 Notes
|
|
December 2009
|
|
January 2040
|
|
300
|
|
|
300
|
|
|
7.375%
|
||
Unamortized Debt Issuance Discount
and Deferred Financing Costs |
|
|
|
2020 - 2040
|
|
(29
|
)
|
|
(24
|
)
|
|
|
||
Unamortized Gain on Fair Value Hedges
|
|
|
|
2020-2025
|
|
26
|
|
|
38
|
|
|
|
||
Capital Lease Obligation
|
|
|
|
Various
|
|
6
|
|
|
1
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
$
|
4,803
|
|
|
$
|
3,815
|
|
|
|
(1)
|
Corporate credit rating improvements may result in a decrease in the adjusted interest rate on our November 2035 Notes to the extent that our lowest credit rating is above BBB- or Baa3. The interest rates on our November 2035 Notes will be permanently reinstated to the issuance rate if the lowest credit ratings assigned to these senior notes is either A- or A3 or higher.
|
|
Covenant
Requirement as of December 31, 2018
|
|
Actual as of December 31, 2018
|
Maximum leverage ratio (1)
|
3.75 times
|
|
2.56 times
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Commercial paper outstanding
(in millions)
|
$
|
1,248
|
|
|
$
|
1,197
|
|
Maximum borrowing capacity
(in millions)
|
2,750
|
|
|
2,250
|
|
||
Borrowing capacity available
(in millions)
|
1,502
|
|
|
1,053
|
|
||
Weighted average maturity
(in days)
|
27
|
|
|
38
|
|
||
Weighted average yield
|
3.04
|
%
|
|
1.85
|
%
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||
Factoring Arrangements
|
Capacity (1)
|
|
Amount
De-recognized |
|
Weighted Average Interest Rate
|
|
Capacity (1)
|
|
Amount
De-recognized |
|
Weighted Average Interest Rate
|
||||||||||
Euro denominated
|
$
|
474
|
|
|
$
|
165
|
|
|
2.7
|
%
|
|
$
|
456
|
|
|
$
|
171
|
|
|
1.8
|
%
|
Yen denominated (2)
|
273
|
|
|
195
|
|
|
0.9
|
%
|
|
195
|
|
|
157
|
|
|
1.3
|
%
|
(1)
|
The capacities are translated from local currency to U.S. dollar using the spot rates on the last business day of each period.
|
(2)
|
The factoring arrangements denominated in Japanese yen consist of two arrangements, one with a maximum capacity of
22.000 billion
yen, which has been discontinued in the second quarter of 2018, and a new arrangement with a maximum capacity of
30.000 billion
yen entered into in March 2018.
|
(in millions)
|
|
||
2019
|
$
|
73
|
|
2020
|
61
|
|
|
2021
|
47
|
|
|
2022
|
39
|
|
|
2023
|
31
|
|
|
Thereafter
|
111
|
|
|
|
$
|
362
|
|
Type of Cost
|
Total Estimated Amount Expected to be Incurred
|
Restructuring charges:
|
|
Termination benefits
|
$75 million to $100 million
|
Other (1)
|
$25 million to $50 million
|
Restructuring-related expenses:
|
|
Other (2)
|
$100 million to $150 million
|
|
$200 million to $300 million
|
(1)
|
Consists primarily of consultant fees and costs associated with contractual cancellations.
|
(2)
|
Comprised of other costs directly related to the restructuring program, including program management, accelerated depreciation, fixed asset write-offs, and costs to transfer product lines among facilities.
|
Type of cost
|
Total Estimated Amount Expected to be Incurred
|
Restructuring charges:
|
|
Termination benefits
|
$80 million to $90 million
|
Other (1)
|
$25 million to $50 million
|
Restructuring-related expenses:
|
|
Other (2)
|
$170 million to $185 million
|
|
$275 million to $325 million
|
(1)
|
Consists primarily of consulting fees and costs associated with contract cancellations.
|
(2)
|
Comprised of other costs directly related to the 2016 Restructuring Plan, including program management, accelerated depreciation, fixed asset write-offs and costs to transfer product lines among facilities.
|
Year Ended December 31, 2018
|
Termination
Benefits
|
|
Transfer
Costs
|
|
Other
|
|
Total
|
||||||||
Restructuring charges
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
36
|
|
Restructuring-related expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||
|
—
|
|
|
47
|
|
|
12
|
|
|
59
|
|
||||
|
$
|
32
|
|
|
$
|
47
|
|
|
$
|
16
|
|
|
$
|
96
|
|
Year Ended December 31, 2017
|
Termination
Benefits
|
|
Transfer
Costs
|
|
Other
|
|
Total
|
||||||||
Restructuring charges
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
37
|
|
Restructuring-related expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||
|
—
|
|
|
45
|
|
|
13
|
|
|
58
|
|
||||
|
$
|
25
|
|
|
$
|
45
|
|
|
$
|
25
|
|
|
$
|
95
|
|
Year Ended December 31, 2016
|
Termination
Benefits
|
|
Transfer Costs
|
|
Other
|
|
Total
|
||||||||
Restructuring charges
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
28
|
|
Restructuring-related expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||
|
—
|
|
|
34
|
|
|
16
|
|
|
50
|
|
||||
|
$
|
19
|
|
|
$
|
34
|
|
|
$
|
25
|
|
|
$
|
78
|
|
(in millions)
|
2016 Restructuring Plan
|
||
Termination benefits
|
$
|
81
|
|
Other (1)
|
20
|
|
|
Total restructuring charges
|
100
|
|
|
Transfer costs
|
107
|
|
|
Other (2)
|
28
|
|
|
Restructuring-related charges
|
136
|
|
|
|
$
|
236
|
|
(1)
|
Consists primarily of consulting fees and costs associated with contract cancellations.
|
(2)
|
Comprised of other costs directly related to our Restructuring Plans, including program management, accelerated depreciation, fixed asset write-offs and costs to transfer product lines among facilities.
|
|
As of
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accounts receivable
|
$
|
1,676
|
|
|
$
|
1,645
|
|
Allowance for doubtful accounts
|
(68
|
)
|
|
(68
|
)
|
||
Allowance for sales returns (1)
|
—
|
|
|
(30
|
)
|
||
|
$
|
1,608
|
|
|
$
|
1,548
|
|
(1)
|
Due to the adoption of FASB ASC Topic 606 effective January 1, 2018, the allowance for sales returns has been prospectively reclassified from
Trade accounts receivable, net
to
Other current liabilities
within the consolidated balance sheets. Prior period balances remain unchanged.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
$
|
68
|
|
|
$
|
73
|
|
|
$
|
75
|
|
Net charges to expenses
|
19
|
|
|
14
|
|
|
9
|
|
|||
Utilization of allowances
|
(19
|
)
|
|
(18
|
)
|
|
(11
|
)
|
|||
Ending balance
|
$
|
68
|
|
|
$
|
68
|
|
|
$
|
73
|
|
|
As of
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Finished goods
|
$
|
760
|
|
|
$
|
685
|
|
Work-in-process
|
100
|
|
|
110
|
|
||
Raw materials
|
306
|
|
|
284
|
|
||
|
$
|
1,166
|
|
|
$
|
1,078
|
|
|
As of
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
97
|
|
|
$
|
102
|
|
Buildings and improvements
|
1,100
|
|
|
1,120
|
|
||
Equipment, furniture and fixtures
|
3,224
|
|
|
3,183
|
|
||
Capital in progress
|
319
|
|
|
219
|
|
||
|
4,740
|
|
|
4,625
|
|
||
Less: accumulated depreciation
|
2,958
|
|
|
2,928
|
|
||
|
$
|
1,782
|
|
|
$
|
1,697
|
|
|
As of
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Legal reserves
|
$
|
712
|
|
|
$
|
1,176
|
|
Payroll and related liabilities
|
630
|
|
|
591
|
|
||
Accrued contingent consideration
|
138
|
|
|
36
|
|
||
Other
|
767
|
|
|
653
|
|
||
|
$
|
2,246
|
|
|
$
|
2,456
|
|
|
As of
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accrued income taxes
|
$
|
739
|
|
|
$
|
1,275
|
|
Legal reserves
|
217
|
|
|
436
|
|
||
Accrued contingent consideration
|
209
|
|
|
133
|
|
||
Other
|
717
|
|
|
525
|
|
||
|
$
|
1,882
|
|
|
$
|
2,370
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
35
|
|
|
$
|
(408
|
)
|
|
$
|
(1,019
|
)
|
Foreign
|
1,387
|
|
|
1,341
|
|
|
1,196
|
|
|||
|
$
|
1,422
|
|
|
$
|
933
|
|
|
$
|
177
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
(reclassified)
(1)
|
|
(reclassified)
(1)
|
|||
U.S. federal statutory income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
0.4
|
%
|
|
(1.0
|
)%
|
|
(2.1
|
)%
|
Domestic taxes on foreign earnings
|
0.5
|
%
|
|
0.4
|
%
|
|
0.5
|
%
|
Effect of foreign taxes
|
(8.3
|
)%
|
|
(38.9
|
)%
|
|
(142.1
|
)%
|
Acquisition-related
|
2.1
|
%
|
|
(1.7
|
)%
|
|
11.3
|
%
|
Research credit
|
(2.6
|
)%
|
|
(2.6
|
)%
|
|
(15.5
|
)%
|
Valuation allowance
|
(5.2
|
)%
|
|
(4.1
|
)%
|
|
(42.2
|
)%
|
Compensation-related
|
(1.0
|
)%
|
|
(2.5
|
)%
|
|
6.4
|
%
|
Non-deductible expenses
|
0.3
|
%
|
|
2.2
|
%
|
|
6.6
|
%
|
Uncertain tax positions
|
(22.0
|
)%
|
|
10.7
|
%
|
|
49.5
|
%
|
TCJA net impact
|
(4.7
|
)%
|
|
91.4
|
%
|
|
—
|
%
|
Other, net
|
1.8
|
%
|
|
(0.2
|
)%
|
|
(3.5
|
)%
|
|
(17.5
|
)%
|
|
88.8
|
%
|
|
(95.9
|
)%
|
(1)
|
Due to the inclusion of new tax provisions in 2018 created by the TJCA, we have reclassified select items in prior years to align with the new categories established in 2018, domestic taxes on foreign earnings and uncertain tax positions.
|
|
As of December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Inventory costs and related reserves
|
$
|
18
|
|
|
$
|
29
|
|
Tax benefit of net operating loss and credits
|
450
|
|
|
478
|
|
||
Reserves and accruals
|
258
|
|
|
179
|
|
||
Restructuring-related charges
|
12
|
|
|
12
|
|
||
Litigation and product liability reserves
|
221
|
|
|
383
|
|
||
Investment write-down
|
28
|
|
|
32
|
|
||
Compensation related
|
106
|
|
|
104
|
|
||
Federal benefit of uncertain tax positions
|
10
|
|
|
163
|
|
||
Other
|
37
|
|
|
48
|
|
||
|
1,140
|
|
|
1,428
|
|
||
Less: valuation allowance
|
(344
|
)
|
|
(465
|
)
|
||
|
796
|
|
|
963
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Property, plant and equipment
|
25
|
|
|
33
|
|
||
Unrealized gains and losses on derivative financial instruments
|
44
|
|
|
5
|
|
||
Intangible assets
|
968
|
|
|
1,028
|
|
||
|
1,037
|
|
|
1,066
|
|
||
Net Deferred Tax Assets / (Liabilities)
|
(241
|
)
|
|
(103
|
)
|
||
Prepaid on intercompany profit
|
161
|
|
|
66
|
|
||
Net Deferred Tax Assets / (Liabilities) and Prepaid on Intercompany Profit
|
$
|
(80
|
)
|
|
$
|
(37
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning Balance
|
$
|
1,238
|
|
|
$
|
1,095
|
|
|
$
|
1,056
|
|
Additions based on positions related to the current year
|
79
|
|
|
134
|
|
|
47
|
|
|||
Additions based on positions related to prior years
|
4
|
|
|
16
|
|
|
14
|
|
|||
Reductions for tax positions of prior years
|
(433
|
)
|
|
(3
|
)
|
|
(17
|
)
|
|||
Settlements with taxing authorities
|
(459
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Statute of limitation expirations
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Ending Balance
|
$
|
427
|
|
|
$
|
1,238
|
|
|
$
|
1,095
|
|
•
|
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. The appeal hearing is scheduled for May 17, 2018. 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 infringed a patent owned by the Company. On October 23, 2018, the court found that the Sapien 3 Ultra 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.
|
|
Year Ended December 31,
|
||||||||||
(in millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of products sold
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
6
|
|
Selling, general and administrative expenses
|
109
|
|
|
98
|
|
|
90
|
|
|||
Research and development expenses
|
24
|
|
|
23
|
|
|
20
|
|
|||
|
140
|
|
|
127
|
|
|
116
|
|
|||
Income tax (benefit) expense
|
(21
|
)
|
|
(32
|
)
|
|
(29
|
)
|
|||
|
$
|
119
|
|
|
$
|
96
|
|
|
$
|
87
|
|
Net impact per common share - basic
|
$
|
0.09
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
Net impact per common share - assuming dilution
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Options granted
(in thousands)
|
3,491
|
|
|
4,439
|
|
|
4,186
|
|
|||
Weighted-average exercise price
|
$
|
27.26
|
|
|
$
|
24.70
|
|
|
$
|
17.46
|
|
Weighted-average grant-date fair value
|
$
|
8.55
|
|
|
$
|
7.16
|
|
|
$
|
5.60
|
|
Black-Scholes Assumptions
|
|
|
|
|
|
||||||
Expected volatility
|
26
|
%
|
|
25
|
%
|
|
30
|
%
|
|||
Expected term
(in years, weighted)
|
6.0
|
|
|
6.1
|
|
|
6.0
|
|
|||
Risk-free interest rate
|
2.61% - 3.01%
|
|
|
2.03% - 2.21%
|
|
|
1.14% - 2.08%
|
|
|
Stock Options
(in thousands)
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding as of December 31, 2015
|
31,089
|
|
|
$
|
11
|
|
|
|
|
|
||
Granted
|
4,186
|
|
|
17
|
|
|
|
|
|
|||
Exercised
|
(6,612
|
)
|
|
12
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(2,019
|
)
|
|
21
|
|
|
|
|
|
|||
Outstanding as of December 31, 2016
|
26,644
|
|
|
$
|
11
|
|
|
|
|
|
||
Granted
|
4,439
|
|
|
25
|
|
|
|
|
|
|||
Exercised
|
(3,922
|
)
|
|
10
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(445
|
)
|
|
17
|
|
|
|
|
|
|||
Outstanding as of December 31, 2017
|
26,716
|
|
|
$
|
13
|
|
|
|
|
|
||
Granted
|
3,491
|
|
|
27
|
|
|
|
|
|
|||
Exercised
|
(4,385
|
)
|
|
11
|
|
|
|
|
|
|||
Cancelled/forfeited
|
(519
|
)
|
|
22
|
|
|
|
|
|
|||
Outstanding as of December 31, 2018
|
25,304
|
|
|
$
|
16
|
|
|
5.5
|
|
$
|
499
|
|
Exercisable as of December 31, 2018
|
16,535
|
|
|
$
|
11
|
|
|
4.1
|
|
$
|
396
|
|
Expected to vest as of December 31, 2018
|
8,319
|
|
|
23
|
|
|
8.2
|
|
99
|
|
||
Total vested and expected to vest as of December 31, 2018
|
24,854
|
|
|
$
|
15
|
|
|
5.4
|
|
$
|
495
|
|
|
Non-Vested
Stock Award Units
(in thousands)
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
Balance as of December 31, 2015
|
23,764
|
|
|
$
|
11
|
|
Granted
|
6,132
|
|
|
17
|
|
|
Vested (1)
|
(10,045
|
)
|
|
10
|
|
|
Forfeited
|
(1,054
|
)
|
|
13
|
|
|
Balance as of December 31, 2016
|
18,797
|
|
|
$
|
14
|
|
Granted
|
4,798
|
|
|
24
|
|
|
Vested (1)
|
(7,663
|
)
|
|
11
|
|
|
Forfeited
|
(683
|
)
|
|
17
|
|
|
Balance as of December 31, 2017
|
15,250
|
|
|
$
|
18
|
|
Granted
|
4,375
|
|
|
28
|
|
|
Vested (1)
|
(6,194
|
)
|
|
16
|
|
|
Forfeited
|
(748
|
)
|
|
22
|
|
|
Balance as of December 31, 2018
|
12,683
|
|
|
$
|
22
|
|
(1)
|
The number of restricted stock units vested includes shares withheld on behalf of employees to satisfy statutory tax withholding requirements.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Awards
|
|
Awards
|
|
Awards
|
||||||
Stock price on date of grant
|
$
|
27.09
|
|
|
$
|
24.55
|
|
|
$
|
17.26
|
|
Measurement period
(in years)
|
2.9
|
|
|
2.8
|
|
|
2.9
|
|
|||
Risk-free rate
|
2.36
|
%
|
|
1.45
|
%
|
|
0.90
|
%
|
|
2018 AFCF
|
|
2017 AFCF
|
|
2016 AFCF
|
||||||
Fair value, net of forfeitures to date
(in millions)
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
7
|
|
Achievement of target payout
|
118
|
%
|
|
98
|
%
|
|
114
|
%
|
|||
Year-end stock price used in determining fair value
|
$
|
35.34
|
|
|
$
|
24.79
|
|
|
$
|
21.63
|
|
|
Unrecognized
Compensation Cost
(in millions)
(1)
|
|
Weighted Average Remaining
Vesting Period
(in years)
|
||
Stock options
|
$
|
32
|
|
|
|
Non-vested stock awards
|
151
|
|
|
|
|
|
$
|
183
|
|
|
1.4
|
(1)
|
Amounts presented represent compensation cost, net of estimated forfeitures.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Shares issued or to be issued
(in thousands)
|
2,452
|
|
|
2,491
|
|
|
2,337
|
|
|||
Range of purchase prices
|
$21.49 - $27.91
|
|
|
$18.60 - $21.07
|
|
|
$15.29 - $18.39
|
|
|||
Expense recognized
(in millions)
|
$
|
17
|
|
|
$
|
13
|
|
|
$
|
11
|
|
|
Year Ended December 31,
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average shares outstanding - basic
|
1,381.0
|
|
|
1,370.1
|
|
|
1,357.6
|
|
Net effect of common stock equivalents
|
20.4
|
|
|
22.6
|
|
|
19.6
|
|
Weighted average shares outstanding - assuming dilution
|
1,401.4
|
|
|
1,392.7
|
|
|
1,377.2
|
|
|
Year Ended December 31,
|
||||||||||
Depreciation expense
|
2018
|
|
2017
|
|
2016
|
||||||
MedSurg*
|
$
|
72
|
|
|
$
|
68
|
|
|
$
|
60
|
|
Rhythm and Neuro*
|
91
|
|
|
91
|
|
|
91
|
|
|||
Cardiovascular
|
133
|
|
|
120
|
|
|
118
|
|
|||
|
$
|
296
|
|
|
$
|
279
|
|
|
$
|
270
|
|
|
Year Ended December 31,
|
||||||||||
Income (loss) before income taxes
|
2018
|
|
2017
|
|
2016
|
||||||
MedSurg*
|
$
|
1,102
|
|
|
$
|
984
|
|
|
$
|
852
|
|
Rhythm and Neuro*
|
655
|
|
|
537
|
|
|
402
|
|
|||
Cardiovascular
|
1,117
|
|
|
988
|
|
|
946
|
|
|||
Operating income allocated to reportable segments
|
2,875
|
|
|
2,509
|
|
|
2,200
|
|
|||
Corporate expenses, including hedging activities
|
(372
|
)
|
|
(252
|
)
|
|
(179
|
)
|
|||
Intangible asset impairment charges, acquisition-related, restructuring- and restructuring-related and litigation-related net (charges) credits
|
(398
|
)
|
|
(407
|
)
|
|
(1,029
|
)
|
|||
Amortization expense
|
(599
|
)
|
|
(565
|
)
|
|
(545
|
)
|
|||
Operating income (loss)
|
1,506
|
|
|
1,285
|
|
|
447
|
|
|||
Other expense, net
|
(85
|
)
|
|
(353
|
)
|
|
(270
|
)
|
|||
|
$
|
1,422
|
|
|
$
|
933
|
|
|
$
|
177
|
|
|
Year Ended December 31,
|
|||||||
Operating income as a percentage of segment net sales
|
2018
|
|
2017
|
|
2016
|
|||
MedSurg*
|
36.7
|
%
|
|
35.9
|
%
|
|
34.9
|
%
|
Rhythm and Neuro*
|
21.5
|
%
|
|
19.1
|
%
|
|
15.2
|
%
|
Cardiovascular
|
29.6
|
%
|
|
28.2
|
%
|
|
28.7
|
%
|
|
As of December 31,
|
||||||
Total assets
|
2018
|
|
2017
|
||||
MedSurg*
|
$
|
1,846
|
|
|
$
|
1,871
|
|
Rhythm and Neuro*
|
1,696
|
|
|
1,607
|
|
||
Cardiovascular
|
1,954
|
|
|
1,824
|
|
||
Total assets allocated to reportable segments
|
5,497
|
|
|
5,302
|
|
||
Goodwill
|
7,911
|
|
|
6,998
|
|
||
Other intangible assets, net
|
6,372
|
|
|
5,837
|
|
||
All other corporate assets
|
1,219
|
|
|
905
|
|
||
|
$
|
20,999
|
|
|
$
|
19,042
|
|
|
As of December 31,
|
||||||||||
Long-lived assets
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
$
|
1,061
|
|
|
$
|
1,065
|
|
|
$
|
1,082
|
|
Ireland
|
242
|
|
|
210
|
|
|
181
|
|
|||
Other countries
|
478
|
|
|
422
|
|
|
367
|
|
|||
Property, plant and equipment, net
|
1,782
|
|
|
1,697
|
|
|
1,630
|
|
|||
Goodwill
|
7,911
|
|
|
6,998
|
|
|
6,678
|
|
|||
Other intangible assets, net
|
6,372
|
|
|
5,837
|
|
|
5,883
|
|
|||
|
$
|
16,064
|
|
|
$
|
14,531
|
|
|
$
|
14,191
|
|
|
Year Ended December 31,
|
||||||||||
Businesses
|
2018
|
|
2017
|
|
2016
|
||||||
Endoscopy
|
|
|
|
|
|
||||||
U.S.
|
$
|
980
|
|
|
$
|
894
|
|
|
$
|
770
|
|
International
|
781
|
|
|
724
|
|
|
670
|
|
|||
Worldwide
|
1,762
|
|
|
1,619
|
|
|
1,440
|
|
|||
|
|
|
|
|
|
||||||
Urology and Pelvic Health
|
|
|
|
|
|
||||||
U.S.
|
864
|
|
|
785
|
|
|
711
|
|
|||
International
|
381
|
|
|
339
|
|
|
294
|
|
|||
Worldwide
|
1,245
|
|
|
1,124
|
|
|
1,005
|
|
|||
|
|
|
|
|
|
||||||
Cardiac Rhythm Management
|
|
|
|
|
|
||||||
U.S.
|
1,159
|
|
|
1,135
|
|
|
1,110
|
|
|||
International
|
792
|
|
|
760
|
|
|
740
|
|
|||
Worldwide
|
1,951
|
|
|
1,895
|
|
|
1,850
|
|
|||
|
|
|
|
|
|
||||||
Electrophysiology
|
|
|
|
|
|
||||||
U.S.
|
150
|
|
|
136
|
|
|
129
|
|
|||
International
|
161
|
|
|
142
|
|
|
114
|
|
|||
Worldwide
|
311
|
|
|
278
|
|
|
243
|
|
|||
|
|
|
|
|
|
||||||
Neuromodulation
|
|
|
|
|
|
||||||
U.S.
|
624
|
|
|
517
|
|
|
474
|
|
|||
International
|
155
|
|
|
118
|
|
|
82
|
|
|||
Worldwide
|
779
|
|
|
635
|
|
|
556
|
|
|||
|
|
|
|
|
|
||||||
Interventional Cardiology
|
|
|
|
|
|
||||||
U.S.
|
1,154
|
|
|
1,122
|
|
|
1,013
|
|
|||
International
|
1,436
|
|
|
1,297
|
|
|
1,268
|
|
|||
Worldwide
|
2,590
|
|
|
2,419
|
|
|
2,281
|
|
|||
|
|
|
|
|
|
||||||
Peripheral Interventions
|
|
|
|
|
|
||||||
U.S.
|
608
|
|
|
575
|
|
|
552
|
|
|||
International
|
579
|
|
|
506
|
|
|
459
|
|
|||
Worldwide
|
1,187
|
|
|
1,081
|
|
|
1,011
|
|
|||
|
|
|
|
|
|
||||||
Total Company
|
|
|
|
|
|
||||||
U.S.
|
5,538
|
|
|
5,162
|
|
|
4,759
|
|
|||
International
|
4,286
|
|
|
3,885
|
|
|
3,627
|
|
|||
Net Sales
|
$
|
9,823
|
|
|
$
|
9,048
|
|
|
$
|
8,386
|
|
|
Year Ended December 31,
|
||||||||||
Geographic Regions
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
$
|
5,538
|
|
|
$
|
5,162
|
|
|
$
|
4,759
|
|
EMEA (Europe, Middle East and Africa)
|
2,176
|
|
|
1,940
|
|
|
1,802
|
|
|||
APAC (Asia-Pacific)
|
1,727
|
|
|
1,587
|
|
|
1,492
|
|
|||
LACA (Latin America and Canada)
|
383
|
|
|
358
|
|
|
333
|
|
|||
|
$
|
9,823
|
|
|
$
|
9,048
|
|
|
$
|
8,386
|
|
|
|
|
|
|
|
||||||
Emerging Markets (1)
|
$
|
1,072
|
|
|
$
|
909
|
|
|
$
|
793
|
|
(1)
|
Emerging Markets is defined as certain countries that we believe have strong growth potential based on their economic conditions, healthcare sectors and our global capabilities. Currently, we include 20 countries in our definition of Emerging Markets.
|
(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
|
—
|
|
|
96
|
|
|
—
|
|
|
(2
|
)
|
|
94
|
|
|||||
(Income) loss amounts reclassified from accumulated other comprehensive income
|
(21
|
)
|
|
14
|
|
|
1
|
|
|
4
|
|
|
(3
|
)
|
|||||
Total other comprehensive income (loss)
|
(21
|
)
|
|
110
|
|
|
—
|
|
|
2
|
|
|
91
|
|
|||||
Balance as of December 31, 2018
|
$
|
(53
|
)
|
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
33
|
|
(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, 2016
|
$
|
(79
|
)
|
|
$
|
107
|
|
|
$
|
(6
|
)
|
|
$
|
(21
|
)
|
|
$
|
1
|
|
Other comprehensive income (loss) before reclassifications
|
48
|
|
|
(65
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|
(35
|
)
|
|||||
(Income) loss amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(42
|
)
|
|
15
|
|
|
2
|
|
|
(25
|
)
|
|||||
Total other comprehensive income (loss)
|
48
|
|
|
(106
|
)
|
|
5
|
|
|
(6
|
)
|
|
(59
|
)
|
|||||
Balance as of December 31, 2017
|
$
|
(32
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
(27
|
)
|
|
$
|
(59
|
)
|
|
As of December 31, 2018
|
||||||||||||||
(
in millions)
|
Accumulated Benefit Obligation (ABO)
|
|
Projected
Benefit Obligation (PBO) |
|
Fair value of Plan Assets
|
|
Underfunded
PBO Recognized |
||||||||
Executive Retirement Plan
|
$
|
17
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Guidant Supplemental Retirement Plan (frozen)
|
30
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||
International Retirement Plans
|
166
|
|
|
182
|
|
|
107
|
|
|
75
|
|
||||
|
213
|
|
|
$
|
232
|
|
|
$
|
107
|
|
|
$
|
125
|
|
|
As of December 31, 2017
|
||||||||||||||
(
in millions)
|
Accumulated Benefit Obligation (ABO)
|
|
Projected
Benefit Obligation (PBO) |
|
Fair value of Plan Assets
|
|
Underfunded
PBO Recognized |
||||||||
Executive Retirement Plan
|
$
|
18
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Guidant Supplemental Retirement Plan (frozen)
|
33
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||
International Retirement Plans
|
138
|
|
|
153
|
|
|
87
|
|
|
66
|
|
||||
|
$
|
189
|
|
|
$
|
207
|
|
|
$
|
87
|
|
|
$
|
120
|
|
|
Year Ended December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Beginning obligations
|
$
|
207
|
|
|
$
|
152
|
|
Acquired and established plans (1)
|
23
|
|
|
33
|
|
||
Service costs
|
14
|
|
|
13
|
|
||
Interest costs
|
4
|
|
|
4
|
|
||
Actuarial (gain) loss
|
(1
|
)
|
|
2
|
|
||
Plan amendments and assumption changes
|
(2
|
)
|
|
(1
|
)
|
||
Benefits paid
|
(10
|
)
|
|
(8
|
)
|
||
Impact of foreign currency fluctuations
|
(3
|
)
|
|
11
|
|
||
Ending obligation
|
$
|
232
|
|
|
$
|
207
|
|
(1)
|
Plans obtained through acquisition and other increases in connection with our international operations.
|
|
Discount Rate
|
|
Expected Return on Plan Assets
|
|
Rate of Compensation Increase
|
Executive Retirement Plan
|
4.00%
|
|
N/A
|
|
3.00%
|
Guidant Supplemental Retirement Plan (frozen)
|
4.25%
|
|
N/A
|
|
N/A
|
International Retirement Plans
|
0.50% - 2.34%
|
|
1.90% - 4.10%
|
|
1.50% - 6.78%
|
|
Discount Rate
|
|
Expected Return on Plan Assets
|
|
Rate of Compensation Increase
|
Executive Retirement Plan
|
3.25%
|
|
N/A
|
|
3.00%
|
Guidant Supplemental Retirement Plan (frozen)
|
3.50%
|
|
N/A
|
|
N/A
|
International Retirement Plans
|
0.50% - 2.25%
|
|
2.50% - 4.10%
|
|
1.50% - 6.78%
|
|
Year Ended December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Beginning fair value
|
$
|
87
|
|
|
$
|
54
|
|
Acquired and established plans (1)
|
16
|
|
|
19
|
|
||
Actual return on plan assets
|
(2
|
)
|
|
6
|
|
||
Employer contributions
|
14
|
|
|
10
|
|
||
Participant contributions
|
2
|
|
|
1
|
|
||
Benefits paid
|
(10
|
)
|
|
(8
|
)
|
||
Impact of foreign currency fluctuations
|
—
|
|
|
4
|
|
||
Ending fair value
|
$
|
107
|
|
|
$
|
87
|
|
(1)
|
Plans obtained through acquisition and other increases in connection with our international operations.
|
|
Three Months Ended
|
||||||||||||||
|
Mar 31,
|
|
June 30,
|
|
Sept 30,
|
|
Dec 31,
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,379
|
|
|
$
|
2,490
|
|
|
$
|
2,393
|
|
|
$
|
2,561
|
|
Gross profit
|
1,707
|
|
|
1,751
|
|
|
1,720
|
|
|
1,832
|
|
||||
Operating income (loss)
|
407
|
|
|
392
|
|
|
388
|
|
|
319
|
|
||||
Net income (loss)
|
298
|
|
|
555
|
|
|
432
|
|
|
386
|
|
||||
Net income (loss) per common share - basic
|
$
|
0.22
|
|
|
$
|
0.40
|
|
|
$
|
0.31
|
|
|
$
|
0.28
|
|
Net income (loss) per common share - assuming dilution
|
$
|
0.21
|
|
|
$
|
0.40
|
|
|
$
|
0.31
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,160
|
|
|
$
|
2,257
|
|
|
$
|
2,222
|
|
|
$
|
2,408
|
|
Gross profit
|
1,510
|
|
|
1,625
|
|
|
1,585
|
|
|
1,735
|
|
||||
Operating income (loss)
|
364
|
|
|
225
|
|
|
377
|
|
|
319
|
|
||||
Net income (loss)
|
290
|
|
|
146
|
|
|
283
|
|
|
(615
|
)
|
||||
Net income (loss) per common share - basic
|
$
|
0.21
|
|
|
$
|
0.11
|
|
|
$
|
0.21
|
|
|
$
|
(0.45
|
)
|
Net income (loss) per common share - assuming dilution
|
$
|
0.21
|
|
|
$
|
0.11
|
|
|
$
|
0.20
|
|
|
$
|
(0.45
|
)
|
|
|
|
EXHIBIT
NO.
|
TITLE
|
|
|
|
|
|
|
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
Specimen Certificate for shares of the Company's Common Stock (incorporated herein by reference to Exhibit 4.1, Registration No. 33-46980).
|
|
|
|
4.2
|
|
Description of Capital Stock contained in
Exhibits 3.1
and
3.2.
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
Transaction Agreement, dated as of January 8, 2006, as amended, between the Company and Abbott Laboratories (incorporated herein by reference to
Exhibit 10.47
,
Exhibit 10.48
,
Exhibit 10.49
and
Exhibit 10.50
, Annual Report on Form 10-K for year ended December 31, 2005 and
Exhibit 10.1
, Current Report on Form 8-K dated April 7, 2006, File No. 1-11083).
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
Form of Boston Scientific Corporation Excess Benefit Plan, as amended (incorporated herein by reference to
Exhibit 10.1
, Current Report on Form 8-K dated June 29, 2005 and
Exhibit 10.4
, Current Report on Form 8-K dated December 16, 2008, File No. 1-11083).#
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
Boston Scientific Corporation 2000 Long-Term Incentive Plan, as amended (incorporated herein by reference to
Exhibit 10.20
, Annual Report on Form 10-K for the year ended December 31, 1999,
Exhibit 10.18
, Annual Report on Form 10-K for the year ended December 31, 2001,
Exhibit 10.1
, Current Report on Form 8-K dated December 22, 2004,
Exhibit 10.3
, Current Report on Form 8-K dated May 9, 2005, and
Exhibit 10.3
, Current Report on Form 8-K dated December 16, 2008, File No. 1-11083).#
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
10.45
|
|
|
|
|
|
10.46
|
|
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
10.52
|
|
|
|
|
|
10.53
|
|
|
|
|
|
10.54
|
|
|
|
|
|
10.55
|
|
|
|
|
|
10.56
|
|
|
|
|
|
10.57
|
|
|
|
|
|
10.58
|
|
|
|
|
|
10.59
|
|
|
|
|
|
10.60
|
|
|
|
|
|
10.61
|
|
|
|
|
|
10.62
|
|
|
|
|
|
10.63
|
|
|
|
|
|
10.64
|
|
|
|
|
|
10.65
|
|
|
|
|
|
10.66
|
|
|
|
|
|
10.67
|
|
|
|
|
|
10.68
|
|
|
|
|
|
10.69
|
|
|
|
|
|
10.70
|
|
|
|
|
|
10.71
|
|
|
|
|
|
10.72
|
|
|
|
|
|
10.73
|
|
|
|
|
|
10.74
|
|
|
|
|
10.75
|
|
|
|
|
|
10.76
|
|
|
|
|
|
10.77
|
|
|
|
|
|
10.78
|
|
|
|
|
|
10.79
|
|
|
|
|
|
10.80
|
|
|
|
|
|
10.81
|
|
|
|
|
|
10.82
|
|
|
|
|
|
10.83
|
|
|
|
|
|
10.84
|
|
|
|
|
|
10.85
|
|
|
|
|
|
10.86
|
|
|
|
|
|
10.87
|
|
|
|
|
|
10.88
|
|
|
|
|
|
10.89
|
|
|
|
|
|
10.90
|
|
|
|
|
|
10.91
|
|
|
|
|
|
10.92
|
|
|
|
|
|
10.93
|
|
|
|
|
|
10.94
|
|
|
|
|
|
10.95
|
|
|
|
|
|
10.96
|
|
|
|
|
|
10.97
|
|
|
|
|
|
10.98
|
|
|
|
|
|
10.99
|
|
|
|
|
|
10.100
|
|
|
|
|
|
10.101
|
|
|
|
|
|
10.102
|
|
|
|
|
10.103
|
|
|
|
|
|
10.104
|
|
|
|
|
|
10.105
|
|
|
|
|
|
10.106
|
|
|
|
|
|
10.107
|
|
|
|
|
|
10.108
|
|
|
|
|
|
21*
|
|
|
|
|
|
23*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101*
|
|
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016; (ii) the Consolidated Statements of Comprehensive Income (Loss) as of December 31, 2018, 2017 and 2016; (iii) the Consolidated Balance Sheets as of December 31, 2018 and 2017; (iv) the Consolidated Statements of Stockholders' Equity for the years ended December 31, 2018, 2017 and 2016; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016; (vi) the notes to the Consolidated Financial Statements; and (vii) Schedule II - Valuation and Qualifying Accounts
|
|
|
|
|
|
Dated: February 19, 2019
|
|
Boston Scientific Corporation
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel J. Brennan
|
|
|
|
|
|
|
|
|
|
Daniel J. Brennan
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(duly authorized officer and principal financial and accounting officer)
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Daniel J. Brennan
|
|
|
|
|
|
|
|
|
|
Daniel J. Brennan
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Nelda J. Connors
|
|
|
|
|
|
|
|
|
|
Nelda J. Connors
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Charles J. Dockendorff
|
|
|
|
|
|
|
|
|
|
Charles J. Dockendorff
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Yoshiaki Fujimori
|
|
|
|
|
|
|
|
|
|
Yoshiaki Fujimori
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Donna A. James
|
|
|
|
|
|
|
|
|
|
Donna A. James
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Edward J. Ludwig
|
|
|
|
|
|
|
|
|
|
Edward J. Ludwig
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Stephen P. MacMillan
|
|
|
|
|
|
|
|
|
|
Stephen P. MacMillan
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Michael F. Mahoney
|
|
|
|
|
|
|
|
|
|
Michael F. Mahoney
|
|
|
|
|
Director, Chairman of the Board,
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ David J. Roux
|
|
|
|
|
|
|
|
|
|
David J. Roux
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ John E. Sununu
|
|
|
|
|
|
|
|
|
|
John E. Sununu
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: February 19, 2019
|
|
By:
|
|
/s/ Ellen M. Zane
|
|
|
|
|
|
|
|
|
|
Ellen M. Zane
|
|
|
|
|
Director
|
|
|
|
|
|
Description
|
|
Balance at
Beginning of Year |
|
Charges to
Costs and
Expenses (a)
|
|
Deductions to
Allowances for Uncollectible
Accounts (b)
|
|
Charges to
(Deductions from) Other Accounts (c) |
|
Balance at
End of Year
|
|||||||
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowances for uncollectible accounts (d)
|
|
$
|
98
|
|
|
19
|
|
|
(19
|
)
|
|
(30
|
)
|
|
$
|
68
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowances for uncollectible accounts and sales returns and allowances
|
|
$
|
119
|
|
|
14
|
|
|
(18
|
)
|
|
(17
|
)
|
|
$
|
98
|
|
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowances for uncollectible accounts and sales returns and allowances
|
|
$
|
119
|
|
|
9
|
|
|
(11
|
)
|
|
2
|
|
|
$
|
119
|
|
(1)
|
Registration Statement (Form S-3 Nos. 333-223095, 333-76346, 333-61994, and 333-64991) of Boston Scientific Corporation,
|
(2)
|
Registration Statement (Form S-4 Nos. 333-22581 and 333-131608) of Boston Scientific Corporation, and
|
(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, and 333-196672) pertaining to the Employees' Savings Plan of Boston Scientific Corporation;
|
1
|
I have reviewed this Annual Report on Form 10-K of Boston Scientific Corporation;
|
|
|
|
|
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;
|
|
|
|
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 19, 2019
|
|
/s/ Michael F. Mahoney
|
|
||
|
|
Michael F. Mahoney
|
|
||
|
|
Chief Executive Officer
|
|
1
|
I have reviewed this Annual Report on Form 10-K of Boston Scientific Corporation;
|
|
|
|
|
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;
|
|
|
|
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 19, 2019
|
|
/s/ Daniel J. Brennan
|
|
||
|
|
Daniel J. Brennan
|
|
||
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(1)
|
the Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boston Scientific Corporation.
|
|
|
|
By:
|
/s/ Michael F. Mahoney
|
|
|
Michael F. Mahoney
|
|
|
Chief Executive Officer
|
|
|
|
|
|
February 19, 2019
|
|
|
(1)
|
the Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boston Scientific Corporation.
|
|
|
|
By:
|
/s/ Daniel J. Brennan
|
|
|
Daniel J. Brennan
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
February 19, 2019
|
|