BOSTON SCIENTIFIC CORP

Previous wording

During the first quarter of 2026, the increase in our reported net sales was primarily driven by innovation and strong commercial execution across our businesses, particularly in our Electrophysiology and Interventional Cardiology and Vascular Therapies business units. Refer to Results of Operations for a discussion of our net sales by business. The increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales and a discrete tax benefit. Refer to Tax Rate for additional details pertaining to the discrete tax benefit.

Current wording

During the second quarter and first six months of 2026, the increase in our reported net sales was primarily driven by innovation and strong commercial execution in our Interventional Cardiology and Vascular Therapies and Electrophysiology business units. Refer to Results of Operations for a discussion of our net sales by business. During the second quarter of 2026, the increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales. During the first six months of 2026, the increase in our reported net income attributable to Boston Scientific common stockholders was primarily driven by higher net sales and a discrete tax benefit recorded in the first quarter of 2026. Refer to Tax Rate for additional details pertaining to the discrete tax benefit.

Previous wording

To supplement our unaudited consolidated financial statements prepared on a generally accepted accounting principles in the United States (GAAP) basis, we disclose certain non-GAAP measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted. Operational net sales growth excludes the impact of foreign currency fluctuations. Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales. There were no applicable acquisitions in the first quarter of 2026 or 2025. Our adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted exclude certain charges and/or credits as reported in our net income attributable to Boston Scientific common stockholders and net income per common share - diluted for purposes of assessing operating performance.

Current wording

To supplement our unaudited consolidated financial statements prepared on a generally accepted accounting principles in the United States (GAAP) basis, we disclose certain non-GAAP measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted. Operational net sales growth excludes the impact of foreign currency fluctuations. Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales. There were no applicable acquisitions in the first six months of 2026 or 2025. Our adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted exclude certain charges and/or credits as reported in our net income attributable to Boston Scientific common stockholders and net income per common share - diluted for purposes of assessing operating performance.

Previous wording

(1) There were no applicable acquisitions in the first quarter of 2026 or 2025.

Current wording

(1)There were no applicable acquisitions in the second quarter and first six months of 2026 or 2025.

Previous wording

Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) conditions with innovative, less-invasive technologies. In the first quarter of 2026, reported net sales growth was primarily driven by our biliary franchise and our endoluminal surgery franchise.

Current wording

Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) conditions with innovative, less-invasive technologies. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our biliary franchise, led by our AXIOS™ Stent and Delivery System, and our core GI franchise.

Previous wording

Our Urology business develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence. In the first quarter of 2026, reported net sales growth was primarily driven by flat operational performance, which was impacted by underperformance in our stone franchise as a result of volume-based-procurement in China, and commercial disruption in our sacral neuromodulation franchise, and the impact of foreign currency fluctuations.

Current wording

Our Urology business develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence. In the second quarter and first six months of 2026, reported net sales growth was relatively flat, primarily driven by underperformance in our stone franchise as a result of volume-based-procurement in China, and commercial disruption in our sacral neuromodulation franchise.

Previous wording

Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. In the first quarter of 2026, reported net sales growth was primarily driven by our comprehensive pain portfolio, led by our Intracept™ Intraosseous Nerve Ablation System and Nalu Peripheral Nerve Stimulation System, and our deep brain stimulation franchise.

Current wording

Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our comprehensive pain portfolio, led by our Intracept™ Intraosseous Nerve Ablation System and Nalu Peripheral Nerve Stimulation System, and our deep brain stimulation franchise.

Previous wording

Our Cardiovascular business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart, as well as products to diagnose and treat peripheral arterial and venous diseases and various forms of cancer. In the first quarter of 2026, reported net sales growth was primarily driven by our Electrophysiology business unit, led by our Farapulse™ Pulsed Field Ablation (PFA) System, our WATCHMAN™ Left Atrial Appendage Closure Devices, and our coronary therapies franchise, led by our AGENT™ Drug-Coated Balloon. Net sales for the first quarter of 2026 were impacted by increased competition within our Electrophysiology business unit and a deceleration of certain WATCHMAN™ procedures.

Current wording

Our Cardiovascular business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart, as well as products to diagnose and treat peripheral arterial and venous diseases and various forms of cancer. In the second quarter and first six months of 2026, reported net sales growth was primarily driven by our coronary therapies franchise, led by our AGENT™ Drug-Coated Balloon, and our Electrophysiology business unit, led by our Farapulse™ Pulsed Field Ablation (PFA) System. Net sales for the second quarter and first six months of 2026 were impacted by increased competition within our Electrophysiology business unit and a deceleration of certain WATCHMAN™ procedures.

Previous wording

Our gross profit was $3.614 billion during the first quarter of 2026 and $3.210 billion during the first quarter of 2025. The following is a reconciliation of our gross profit margin and a description of the drivers of the change from period to period:

Current wording

Our gross profit was $3.848 billion during the second quarter of 2026, $3.424 billion during the second quarter of 2025, $7.462 billion for the first six months of 2026, and $6.633 billion for the first six months of 2025. The following is a reconciliation of our gross profit margin and a description of the drivers of the changes from period to period:

Previous wording

The primary factors that impacted gross profit margin for 2026 compared to 2025 were increased sales of higher margin products and a decrease in the impact of inventory step-up adjustments associated with acquisitions, offset by an unfavorable impact from foreign currency.

Current wording

In the second quarter of 2026, the primary factors that impacted gross profit margin were increased sales of higher margin products, the benefit recognized in connection with the recovery of previously incurred tariffs and a decrease in inventory charges, slightly offset by an unfavorable impact from foreign currency. These factors also impacted gross profit margin during the first six months of 2026, along with a decrease in the impact of inventory step-up adjustments associated with acquisitions.

Previous wording

During the first quarter of 2026, SG&A expenses increased $184 million, or 12 percent, compared to the prior year period and remained relatively flat as a percentage of net sales. The increase in SG&A expenses was primarily driven by selling expenses associated with higher net sales and product launches.

Current wording

During the second quarter of 2026, SG&A expenses increased $87 million, or 5 percent, compared to the prior year period and were 80 basis points lower as a percentage of net sales. During the first six months of 2026, SG&A expenses increased $271 million, or 8 percent, compared to the prior year period and were 40 basis points lower as a percentage of net sales. The increase in SG&A expenses in both periods was primarily driven by selling expenses associated with higher net sales.

Previous wording

We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the first quarter of 2026, R&D expenses increased $72 million, or 16 percent, compared to the prior year period and were 40 basis points higher as a percentage of net sales. The increase in R&D expenses was driven by investments across our businesses in order to maintain a pipeline of products that we believe will contribute to future sales growth.

Current wording

We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. During the second quarter of 2026, R&D expenses increased $28 million, or 5 percent, compared to the prior year period and were 20 basis points lower as a percentage of net sales. During the first six months of 2026, R&D expenses increased $100 million, or 10 percent, compared to the prior year period and were 10 basis points lower as a percentage of net sales. The increase in R&D expenses in both periods was primarily driven by investments across our businesses in order to maintain a pipeline of products that we believe will contribute to future sales growth.

Previous wording

(3)Represents costs to transfer product and manufacturing lines between geographically dispersed facilities.

Current wording

(1) Represents costs to transfer product manufacturing lines between geographically dispersed facilities.

Previous wording

(1)Plans detailing specific employee impacts are developed for each affected region and business, working with employee representative bodies where required under local laws.

Current wording

(2) Plans detailing specific employee impacts are developed for each affected region and business, working with employee representative bodies where required under local laws.

Previous wording

(4)Comprised of other costs directly related to the restructuring program, including program management, impairment of right of use lease assets, accelerated depreciation and fixed asset write-offs.

Current wording

(3)Consists of consulting fees and costs associated with contractual cancellations as well as other costs directly related to the restructuring program, including program management, impairment of right of use lease assets, accelerated depreciation and fixed asset write-offs.

Previous wording

The following table presents our restructuring and restructuring-related charges:

Current wording

The following table presents our restructuring and restructuring-related net charges:

Previous wording

In the first quarter of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to a discrete tax benefit of $384 million to reflect a change in the anticipated future tax rate at which we expect to recover certain capitalized expenses.

Current wording

In the first six months of 2026, the principal reason for the difference between our tax rate from continuing operations and our reported tax rate relates to a discrete tax benefit of $384 million to reflect a change in the anticipated future tax rate at which we expect to recover certain capitalized expenses.

Previous wording

In the first quarter of 2025, the principal reasons for the difference between our tax rate from continuing operations and our reported tax rate relate to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.

Current wording

In the second quarter and first six months of 2025, the principal reasons for the difference between our tax rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges, and discrete tax benefits primarily related to stock-based compensation.

Previous wording

The Company continues to evaluate the impact of the One Big Beautiful Bill Act (OBBBA), enacted on July 4, 2025, as well as developments related to the Pillar Two framework issued by the Organization for Economic Cooperation and Development (OECD), including administrative guidance issued on January 5, 2026. There have been no significant changes to the Company’s assessment of these developments, and the impact of each on our tax rate from continuing operations was immaterial in the first quarter of 2026.

Current wording

We also continue to evaluate developments related to the Pillar Two framework issued by the Organization for Economic Cooperation and Development (OECD) and to refine its assessment of the application of the framework and the administrative guidance during the quarter. The impact of the Pillar Two global minimum tax on our tax rate from continuing operations was immaterial in the second quarter of 2026.

Previous wording

See Note G – Income Taxes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details on our tax rate.

Current wording

See Note G – Income Taxes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional details on our tax rate.

Previous wording

Our financial results are affected by the selection and application of accounting policies and methods. During the first quarter of 2026, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.

Current wording

Our financial results are affected by the selection and application of accounting policies and methods. During the second quarter and first six months of 2026, there were no material changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.

Previous wording

As of March 31, 2026, we had $1.453 billion of unrestricted Cash and cash equivalents on hand. The balance is comprised of $603 million invested in money market funds and time deposits and $850 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn market interest rates while mitigating principal risk through instrument and counterparty diversification, as well as what we believe to be prudent instrument selection. We limit our direct exposure to securities in any one industry or issuer.

Current wording

As of June 30, 2026, we had $539 million of unrestricted Cash and cash equivalents on hand. The balance is comprised of $130 million invested in money market funds and time deposits and $409 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn market interest rates while mitigating principal risk through instrument and counterparty diversification, as well as what we believe to be prudent instrument selection. We limit our direct exposure to securities in any one industry or issuer.

Previous wording

On February 26, 2026, we entered into a new $3.000 billion revolving credit agreement (the 2026 Revolving Credit Agreement) with a global syndicate of commercial banks and terminated our previous revolving credit agreement (the 2021 Revolving Credit Agreement). The 2026 Revolving Credit Agreement matures on February 26, 2031, with one-year extension options subject to certain conditions, including certain lender approvals. This credit agreement provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2026 Revolving Credit Agreement. We had no amounts outstanding under the 2026 Revolving Credit Agreement as of March 31, 2026, resulting in an additional $3.000 billion of available liquidity.

Current wording

On February 26, 2026, we entered into a new $3.000 billion revolving credit agreement (the 2026 Revolving Credit Agreement) with a global syndicate of commercial banks and terminated our previous revolving credit agreement (the 2021 Revolving Credit Agreement). The 2026 Revolving Credit Agreement matures on February 26, 2031, with one-year extension options subject to certain conditions, including certain lender approvals. This credit agreement provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2026 Revolving Credit Agreement. As of June 30, 2026, there was $1.689 billion outstanding under our commercial paper program and no amounts outstanding under the 2026 Revolving Credit Agreement, resulting in an additional $1.311 billion of available liquidity.

Previous wording

On February 26, 2026, we entered into a $2.000 billion 364-day revolving credit agreement (the 364-Day Revolving Credit Agreement) with a global syndicate of commercial banks. The 364-Day Revolving Credit Agreement matures on the date that is 364 days from the earlier of (i) the date that any loans under the 364-Day Revolving Credit Agreement are available to be drawn on, or (ii) the closing of our proposed acquisition of Penumbra. In addition, on February 26, 2026, we entered into a $6.000 billion term loan credit agreement (the Term Loan Credit Agreement) with a global syndicate of commercial banks. The Term Loan Credit Agreement permits us to borrow (i) a 364-day delayed draw term loan in an aggregate principal amount of up to $1.000 billion (the Tranche A Loan), and (ii) a 364-day delayed draw term loan in an aggregate amount of up to $5.000 billion (the Tranche B Loan). Each of the Tranche A Loan and the Tranche B Loan may only be drawn upon the closing of our proposed acquisition of Penumbra and will mature 364 days thereafter. As of March 31, 2026, we had no amounts outstanding under the 364-Day Revolving Credit Agreement or Term Loan Credit Agreement.

Current wording

On February 26, 2026, we entered into a $2.000 billion 364-day revolving credit agreement (the 364-Day Revolving Credit Agreement) with a global syndicate of commercial banks. The 364-Day Revolving Credit Agreement matures on the date that is 364 days from the earlier of (i) the date that any loans under the 364-Day Revolving Credit Agreement are available to be drawn on, or (ii) the closing of our pending acquisition of Penumbra, Inc. (Penumbra). In addition, on February 26, 2026, we entered into a $6.000 billion term loan credit agreement (the Term Loan Credit Agreement) with a global syndicate of commercial banks. The Term Loan Credit Agreement permits us to borrow (i) a 364-day delayed draw term loan in an aggregate principal amount of up to $1.000 billion (the Tranche A Loan), and (ii) a 364-day delayed draw term loan in an aggregate amount of up to $5.000 billion (the Tranche B Loan). Each of the Tranche A Loan and the Tranche B Loan may only be drawn upon the closing of our pending acquisition of Penumbra and will mature 364 days thereafter. As of June 30, 2026, we had no amounts outstanding under the 364-Day Revolving Credit Agreement or Term Loan Credit Agreement.

Previous wording

For additional details related to our debt obligations, including our financial covenant requirement, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current wording

For additional details related to our debt obligations, including our financial covenant requirement, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.

Previous wording

During the first quarter of 2026, cash provided by (used for) operating activities decreased $193 million compared to the prior year period primarily due to an increase in employee and working capital-related payments, partially offset by comparatively higher sales and corresponding operating income.

Current wording

During the first six months of 2026, cash provided by (used for) operating activities remained relatively flat compared to the prior year period primarily due to comparatively higher sales and corresponding operating income, offset by an increase in employee and working capital-related payments.

Previous wording

During the first quarter of 2026, cash provided by (used for) investing activities included net cash payments of $523 million for the acquisition of Nalu Medical, Inc. andpurchases of property, plant and equipment and internal use softwareof $177 million, partially offset by proceeds from the sale of equity method investments of $201 million. During the first quarter of 2025, cash provided by (used for) investing activities included net cash payments of $239 million for the acquisition of Cortex, Inc., andpurchases of property, plant and equipment and internal use softwareof $187 million. For more information on our acquisitions, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current wording

During the first six months of 2026, cash provided by (used for) investing activities included net cash payments of $718 million for acquisitions of multiple businesses, primarily related to Nalu Medical, Inc., net payments for investments and acquisitions of certain technologies of $1.501 billion, primarily related to the investment in MiRus LLC (MiRus), andpurchases of property, plant and equipment and internal use softwareof $372 million. For more information on our acquisitions and the investment in MiRus, refer to Note B – Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.

Previous wording

During the first quarter of 2026, cash provided by (used for) financing activities included a $255 million payment of the remaining balance of 3.750% Senior Notes due March 2026.

Current wording

During the first six months of 2026, cash provided by (used for) financing activities included net proceeds from the issuance of commercial paper of $1.675 billion, a $2.000 billion payment to repurchase shares of our common stock, and a $255 million payment of the remaining balance of 3.750% Senior Notes due March 2026. For more information on our borrowings, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report. For more information on our share repurchase, refer to Note I – Weighted Average Shares Outstanding to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.

Previous wording

Cash provided by (used for) financing activities in the first quarter of 2025 included the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds), partially offset by net payments of commercial paper of $192 million. The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s €1.000 billion 0.750% Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short term investments, reduction of short term debt, funding of working capital and acquisitions. For more information, refer to Note E – Contractual Obligations and Commitments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current wording

Cash provided by (used for) financing activities in the first six months of 2025 included the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds). The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s €1.000 billion 0.750% Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short-term investments, reduction of short-term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our$500 million 1.900% Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes.

Previous wording

Under each of the 2026 Revolving Credit Agreement, 364-Day Revolving Credit Agreement and Term Loan Credit Agreement, we are required to maintain a maximum permitted leverage ratio, as defined in the agreements, of 3.75 times. The credit agreements provide for higher leverage ratios, at our election, for the period following a qualified acquisition, as defined in the agreements, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the applicable credit agreement. The financial covenant is substantially similar to the covenant that was required under the 2021 Revolving Credit Agreement, which we terminated on February 26, 2026. On November 15, 2024, we announced the closing of our acquisition of Axonics, Inc. which we had previously designated as a qualified acquisition under the 2021 Revolving Credit Agreement, increasing the maximum permitted leverage ratio to 4.75 times at that time. We continued such designation under the new credit agreements. Consequently, as of March 31, 2026, the maximum permitted leverage ratio is 4.25 times. We believe that we have the ability to comply with the financial covenant for the next 12 months.

Current wording

Under each of the 2026 Revolving Credit Agreement, 364-Day Revolving Credit Agreement and Term Loan Credit Agreement, we are required to maintain a maximum permitted leverage ratio, as defined in the agreements, of 3.75 times. The credit agreements provide for higher leverage ratios, at our election, for the period following a qualified acquisition, as defined in the agreements, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the applicable credit agreement. The financial covenant is substantially similar to the covenant that was required under the 2021 Revolving Credit Agreement, which we terminated on February 26, 2026. On November 15, 2024, we announced the closing of our acquisition of Axonics, Inc. (Axonics) which we had previously designated as a qualified acquisition under the 2021 Revolving Credit Agreement, increasing the maximum permitted leverage ratio to 4.75 times at that time. We continued such designation under the new credit agreements. Consequently, as of June 30, 2026, the maximum permitted leverage ratio is 4.00 times. We believe that we have the ability to comply with the financial covenant for the next 12 months.

Previous wording

The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. Permitted exclusions from the calculation of consolidated EBITDA include any non-cash charges and any cash litigation payments (net of any cash litigation receipts), as defined in the credit agreements, provided that the sum of any excluded net cash litigation payments since December 31, 2025 does not exceed $1.160 billion. As of March 31, 2026, we had $1.143 billion of the total permitted exclusion remaining.

Current wording

The financial covenant requirement provides for an exclusion from the calculation of consolidated EBITDA, through maturity, of certain charges and expenses. Permitted exclusions from the calculation of consolidated EBITDA include any non-cash charges and any cash litigation payments (net of any cash litigation receipts), as defined in the credit agreements, provided that the sum of any excluded net cash litigation payments since December 31, 2025 does not exceed $1.160 billion. As of June 30, 2026, we had $1.115 billion of the total permitted exclusion remaining.

Previous wording

On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, Inc. (Penumbra), a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. At the time of announcement, the purchase price was valued at $374 per share, or approximately $14.500 billion. On March 16, 2026, we and Penumbra each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with its review of the transaction. We and Penumbra are responding to the Second Request and continue to work cooperatively with the FTC in its review. The transaction is expected to be completed in the second half of 2026, subject to receipt of Penumbra's stockholder approval and the satisfaction of other customary closing conditions, including regulatory clearances. We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock. The Penumbra business will be integrated into our Cardiovascular division.

Current wording

On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. At the time of announcement, the purchase price was valued at $374 per share, or approximately $14.500 billion. On March 16, 2026, we and Penumbra each received a request for additional information (Second Request) from the United States Federal Trade Commission (FTC) in connection with its review of the transaction. We and Penumbra are responding to the Second Request and continue to work cooperatively with the FTC in its review. On May 6, 2026, Penumbra stockholders voted to approve the acquisition. The transaction is expected to be completed in the second half of 2026, subject to the satisfaction of other customary closing conditions, including regulatory clearances. We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock. The Penumbra business will be integrated into our Cardiovascular division.

Previous wording

Certain of our acquisitions involve the payment of contingent consideration. Refer to Note B – Acquisitions and Strategic Investmentsto our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for further details regarding the estimated potential amount of future contingent consideration we could be required to pay associated with our acquisitions. There have been no other material changes to our contractual obligations and commitments as of March 31, 2026.

Current wording

Certain of our acquisitions involve the payment of contingent consideration. Refer to Note B – Acquisitions and Strategic Investmentsto our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report for further details regarding the estimated potential amount of future contingent consideration we could be required to pay associated with our acquisitions. There have been no other material changes to our contractual obligations and commitments as of June 30, 2026.

Previous wording

We did not repurchase any shares of our common stock during the first quarter of 2026 or 2025. On February 18, 2026, our Board of Directors approved an increase to the existing authorization to repurchase up to $1.000 billion of our common stock by an additional $4.000 billion. As a result, our stock repurchase program is now authorized to repurchase up to $5.000 billion of our common stock. As of March 31, 2026, we had the full amount remaining available under the authorization. Shares of our common stock may be repurchased under the stock repurchase program from time to time through open market purchases, block trades, private transactions or accelerated or other structured share repurchase programs. The extent to which we repurchase shares of our common stock, and the timing of such purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other considerations, as determined by the Company. The stock repurchase program may be suspended or discontinued at any time.

Current wording

Shares of our common stock may be repurchased under the stock repurchase program from time to time through open market purchases, block trades, private transactions or accelerated or other structured share repurchase programs. The extent to which we repurchase shares of our common stock, and the timing of such purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other considerations, as determined by the Company. The stock repurchase program may be suspended or discontinued at any time.

Previous wording

For a discussion of our material legal proceedings refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q and Note I – Commitments and Contingencies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K.

Current wording

For a discussion of our material legal proceedings, refer to Note H – Commitments and Contingencies to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report and Note I – Commitments and Contingencies to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K.

Previous wording

Information regarding new accounting pronouncements implemented since December 31, 2025, and relevant accounting pronouncements to be implemented in the future are included in Note M – New Accounting Pronouncements to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current wording

Information regarding new accounting pronouncements implemented since December 31, 2025, and relevant accounting pronouncements to be implemented in the future are included in Note N – New Accounting Pronouncements to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.

Previous wording

To calculate adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share, we exclude certain charges (credits) from GAAP net income and GAAP net income attributable to Boston Scientific common stockholders, which include amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), investment portfolio net losses (gains) and impairments, restructuring and restructuring-related net charges (credits), litigation-related net charges (credits), European Union (EU) Medical Device Regulation (MDR) implementation costs, debt extinguishment net charges, deferred tax expenses (benefits) and discrete tax items. Amounts are presented after-tax using our effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB ASC Topic 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate." In addition to the explanation below, please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission for an explanation of each of these adjustments and the reasons for excluding each item. The following is an explanation of each incremental or revised adjustment type, since our most recent Annual Report on Form 10-K, that management excluded as part of these non-GAAP financial measures as well as the reason for excluding each item:

Current wording

To calculate adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share, we exclude certain charges (credits) from GAAP net income and GAAP net income attributable to Boston Scientific common stockholders, which include amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), investment portfolio net losses (gains) and impairments, restructuring and restructuring-related net charges (credits), litigation-related net charges (credits), European Union (EU) Medical Device Regulation (MDR) implementation costs, debt extinguishment net charges, deferred tax expenses (benefits), discrete tax items and other charges (credits) as appropriate. Amounts are presented after-tax using our effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB ASC Topic 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate." In addition to the explanation below, please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission for an explanation of each of these adjustments and the reasons for excluding each item. The following is an explanation of each incremental or revised adjustment type, since our most recent Annual Report on Form 10-K, that management excluded as part of these non-GAAP financial measures as well as the reason for excluding each item: